Spider Man: Illusions
by Skychild101
Summary: As Spider Man is getting used to his double life, strange marks starts to appear at the strangest of places. An unknown evil begins to brew, threatening Queens once more. As the evil rises, it may be proven difficult that not even Spider Man could stop it. T for violence. Book four of seven.
1. The Becks

**Author's Note: ** Holy Moly Ravolie! I can't BELIEVE that we're onto Book four already! Wooooahhhh. It's insane! I know I had said this multiple of times but THANK YOU GUYS SO MUCH FOR ENDLESS SUPPORT BUT YOU REALLY HAVE NO IDEA HOW MUCH IT MEANS TO ME! SO THANK YOU THANK YOU THANK YOU THANK YOU THANK! Now, I'm going to sit at a corner and cry my eyes because I just watched the 'Infantino' of Flash T_T I KNEW THAT WAS GONNA HAPPEN REGARDLESS OF WHAT THEY DO! ARGH! *ahem* let's get going!

 **Summary:** As Spider Man is getting used to his double life, strange marks starts to appear at the strangest of places. An unknown evil begins to brew, threatening Queens once more. As the evil rises, it may be proven difficult that not even Spider Man could stop it.

* * *

Chapter 1: The Becks

The Becks were a strange family. Everyone who lived on the neighboured of Riverside knew that which was they tend to avoid the house as much as they could so that they could have less contact with the family. During the nights, however, the residents claim that they keep seeing unusual sights such as flashes from the window despite the fact that the blinds were closed. Whatever activity was going on in there, it unnerved them.

The police would be summoned to find out what was going on but even they couldn't get the answer.

Perhaps out of all the odds, the oddest of the family was the son. If the family wasn't so abnormal, the residents of Riverside would pity him as he had lost his mother. How, they don't know. But there were certainly whispers around the neighboured, gossiping about the father of the son. They would claim how he lost his sanity since he would pretend to talk to his dead wife.

"The poor man," one of the citizens gossiped.

"Indeed. I would feel pity for the man if they weren't so…abnormal."

"No one likes them."

"Then there's the issue about the son."

The words went around, echoing around the community.

"He's not very handsome, is he?" one of the people spoke.

"Say, didn't he wanted to continue his interest in something?"

The citizen made a thoughtful look before the idea sparked on him. "Ah, yes! It was the interest in the special effects but his father doesn't approve of it or so I heard."

"Pity."

* * *

The son of the father stood his ground as he glared daggers at him.

"I'll not let you continue," the father replied as he dangerously narrowed his eyes. "Face it son. Where would that lead you? You're _nothing_ ," he spat. "This is the final warning. You're coming with me!"

"No!" the son screamed. "I'm not going!"

"You insolent brat!" the father growled. "You have no one here! No one would face you. They're _scared_ of you. You're alone and you'll _forever_ be alone."

The son was shaking with fury as he was denying the fact. No. He wasn't lonely.

"You're wrong. I…I still have Betsy."

The expression on the father's face turned cold and cruel. "Betsy? Please, she doesn't like you. What makes you think you two are best friends? She will soon realize what you really are and she will avoid you," he whispered in his ear as the father placed both of his hands on the son's shoulder from behind.

"NO!" the son yelled and he stomped on the father's foot which made him give out a yell. The son, in haste, began to scurry out of the spot as the father began to take a lunge at him but the son was quicker than him. It eventually turned into a chase of running around in the house until the son locked himself in the bathroom, sitting on the floor as he hugged his knees, hearing the banging on the door.

"Open up, you stupid brat! You're a coward. Always have been! OPEN UP I SAID!"

"LEAVE ME ALONE!"

The father raged. " _Fine_! Lock yourself like the coward you are! You can rot in there for all I care!"

The child gritted his teeth as he felt tears rolling down his cheeks as he heard the father's footsteps fading away. The tears eventually got dried as the son stared at the floor and he twisted his face into fury.

The boy eventually came out of the bathroom and he was in his room, staring at the floor with an empty expression. He waited and waited until the sound of the clock came, ringing in the house which indicated that midnight came.

 _Ding, dong, ding dong_

As the clock was letting out its sound of music, the son got up and he walked towards the father's room whose loud snores could be heard. The boy appeared at the entrance of his room and he gave a fixed look at the father.

For a brief moment, it sounded as though the clock rang loudly and then, the boy made his move.

* * *

The event that had happened in the Becks' house got people's voices to be heard again as whispers went through the neighboured. Of course, the residents didn't know what exactly happened but the boy kept his distance until one day, the house of Becks suddenly went quiet, seeming to be empty. Naturally, this caused rumors spread out like a wildfire, untameable. No one knew what had happened to the son of Elmore for all they knew was that the father's body was buried next to his wife though when the funeral came, the boy didn't showed up while nobody else came to the burial. The residents assumed it was too much for the son to bear.

Months had passed and the son of Elmore was now pursuing his old interest which was the special effects designers but because he wasn't very well known, he began to take other interest such as being a movie stuntman in Hollywood in order to be famous.

Everything seemed fine for Quentin. He even made a new friend whose name was Jack. But good things must come to an end, however. While everyone else had promotions, recognition, that wasn't the case for Quentin Beck. He became impatient and he lacked the looks and talent to be the star. Moreover, he discovered that his career in special effects seemed to be a dead-end job.

Bad luck began to follow Quentin.

During these times, Quentin's boss kept warning him that he would be fired if Quentin would resume his foolishness.

"I'm warning you now, Beck. If you continue to do your stupid stunts, you would be fired on the spot!" the boss snarled. "You're not a hero so don't try to be one. And when we tell that you _stick_ to the script, you _bloody hell stick to the script!_ "

Quentin clenched his fists from anger but still, he ignored his warning since Quentin wanted to do something extraordinary. Something that would make the audience go 'wow!' when the movie hits the big screen.

In his tough times, Jack was there and he kept trying to support to his friend. But one day, Quentin made an unforgiveable stunt which made him be fired on the spot.

Furious, Quentin vowed that he'll get his revenge.

But because he was fired, it didn't stop his friend, Jack, to keep visiting him and when he did, he found out that Quentin was a mess. Blood shot eyes came on Quentin which made Jack wonder what had happened. After Quentin told him what the problem was, that he was desperate to become famous, Jack made a jokingly reply which caught Quentin's attention.

"You know," Jack said. "There's another way to become famous."

Quentin snorted, rolling his eyes. "Oh yeah? What's that? Be a flying pig?"

Jack grinned but shook his head. "Why don't you be a hero? If Spider Man could do it, you could probably do it too."

However, Jack laughed as he saw Quentin's look.

"I'm only joking."

But that wasn't the case. The comment what Jack had said truly gained Quentin's attention and he suddenly realized that his experience in illusions could make him an effective hero. He grinned as he replayed the idea over and over again. But…why be hero when he could become a super villain?

Besides, being a villain sounds far better than being a do-gooder. There's already a hero in this city. But little did Jack knew was that he gave inspiration to Quentin which lead day and night for Quentin to design his own costume, to perfect his own talent.

On the final day, Quentin Beck was satisfied. He took his long purple cape out, grinning before he grabbed his green armor which he put it on then placed his cape.

He then took a helmet that was a part of his design and put it on the top of his head. Quentin breathed in, letting out a content sigh as he grinned. It was complete. And he couldn't wait to try it out.

However, there was just one problem. Every villain and a hero has a name and Quentin needed one to cover up his real name. Beck made a thoughtful look as he paced back and forth, trying to come up with a unique name. A name that would define who he was.

Quentin stopped walking as a picture grabbed his attention. He narrowed his eyes as he took the picture frame and stared at the image; his hand suddenly being tightened. The portrait contained him and a girl that had blond and blue eyes who seemed to be a bit shorter than him. The two of them were just smiling and grinning from ear to ear, enjoying whatever happened in that moment.

" _You know, Quentin. You really are mysterious—you're different from the rest of the kids here. And you know what? I think being different is a good thing and you shouldn't be ashamed as to who you truly are."_

Quentin paused in his thoughts as the flashback suddenly gave an idea.

 _You really are_ _ **mysterious**_.

That was it!

Unknowingly, Quentin's only friend had given him a name.

"I am Mystery," Quentin whispered but frowned. It didn't had a nice ring to it. If he wanted to wreak havoc across the city, he needed a good name—a name where it wouldn't be frowned upon. A name where it would show fear.

Quirking an eyebrow, Quentin sat back on his chair as he took out a pencil and a paper so that he began to brainstorm unique names. But as he did, the more he wrote down, it began to take a toll on him and he gave a frustrated roar. He really never had a patience for anything.

 _Cryptic…Enigmatic…_

"No! NO!" Quentin yelled. He breathed heavily, putting his hands on the table as he stared at it.

Right there was when Quentin suddenly had an idea. The idea which sparked in his head.

"Mysterio," Quentin whispered as his grin grew wider. That was it. That was the name of what he will go by. He chuckled quietly but before he would go out to the city to start his first mission, another plan came into his mind. He made a promise to himself that he would get his revenge.

Grinning madly, he used his newly designed costume that contained advanced technology. He teleported away, appearing back to his old studio.

"And…action!" the director yelled while being unaware that there was an intruder in the shadows, lurking.

All of a sudden, mist unexpectedly began to show up in the room which made the crowd gasp and chattering started to rise.

"What's this?!" the actor exclaimed before he screamed. "NO! GET IT AWAY FROM ME!"

An evil laugh showed up in the room as it enjoyed the chaos. As the figure appeared in the room, he narrowed his eyes which made the director widened his eyes in fear.

"What…what are you?!" he gasped.

The person cackled. "How _cute_ that you do not remember. Of course, I'm not that recognizable now but let's just say that an old _friend_ came to visit."

The director stared blankly at him. "Old…friend?" he stuttered. "I don't—"

"OF COURSE YOU DON'T KNOW WHO THAT WAS!" the figure exploded. "YOU THREW HIM AWAY LIKE HE WAS GARBAGE! BECAUSE OF A STUNT HE PULLED WHERE HE THOUGHT IT WOULD STAND OUT!"

"Stunt…? My Lord!" the director widened his eyes with shock. "Beck? Quentin Beck? Is that really you? What happened?"

"WHAT HAPPENED? WHAT _HAPPENED_? YOU FIRED ME, THAT'S WHAT HAPPENED! YOU THOUGHT THAT I WAS WORTHLESS—"

"I didn—"

"LIES! YOU WERE ALWAYS A COWARD! AND NOW…you're going to pay," Quentin spoke in a menacing whisper.

"Wait, Beck. Let's talk this out—"

"Trying to weasel your way out?" he sneered. "How typical. You know, I always thought you _were_ a weasel."

And then, Quentin fired an energy projection at him but before it could even hit him, something swooped by and it managed to pull the director out of the way. The energy struck the wall, allowing it to crumble down.

"Who dares?!" Quentin snarled.

"I did, naturally. You've got to stop this," a voice said in the shadows.

"NEVER!"

"It's your last warning."

Quentin snarled. "Give it your best shot."

Like that, Quentin barely had the time to avoid the attack as he suddenly got wrapped in a cocoon of webs and then the newcomer vanished from out of sight. Howling with rage, Quentin tore apart the webs with his energy projection as he narrowed his eyes, trying to find the pest.

However, he was gone.

Quentin snarled heavily as he let out another rage of scream.

"I WILL FIND YOU AND WHEN I DO, YOU CAN EXPECT TO SUFFER THAT WILL BE FAR WORSE THAN DEATH!"

With that, Mysterio vanished from sight and no one heard from him again.

 **Author's Note: ** Because 'anger management' is at its finest *ahem* but hey guys! Guess whose baacckkk? That's right. ME! We're gonna get long chapters, some good stuff, some epic stuff, action—okay, well you get the idea XD there aren't really new characters in here except for the new villain and that's about it for newbies. But yeah…I've also did research for Becks while also including some of my own twists as well. What happens next? Find out! Toodles!


	2. The Burning Mark

**Shout Outs:** Thanks to Phoenix X 2 for favoring, following and reviewing the story. Thanks to ISBtheepic for favoring, following and reviewing the story. Thanks to P X for reviewing the story. Thanks to Spider fan for reviewing the story. Thanks to MythologStar for reviewing the story. Thanks to Bandgeek2015 for favoring the story. Thanks to neonfairytail for following the story.

* * *

Chapter 2: The Burning Mark

 _There was stillness in the upcoming silence. People stopped what they were doing as they had sensed that there was something different in the air. Something what they haven't felt in a while._

There was a hand from the shadow that seemed to pull some sort of fabric onto itself. It made a firm tight slip, hugging the bare skin that was underneath the material. It flexed its arm, testing out the fabric so that it was comfortable.

 _There was a swish of blur with a_ _ **thwing**_ _for sound and the people cheered as they saw the familiar blue and red that swooshed across the streets._

There was a tug with the suit being put on, covering its bare skin and there, on the middle of the costume, was the insignia that resembled everything what it stood for. The black Spider.

 _People cheered as they saw the web crawler who came, whooshing down the streets before he flipped in the air. He swung higher into the air before finding himself perched atop on the ledge of a building._

He lifted his head up, revealing the eyes. It was time.

* * *

Aunt May stopped what she was doing as she heard the sound of the door opening.

"Peter? Is that you?" she called from the kitchen.

Peter froze as he realized that he would be getting caught and he was currently not in a nice state.

"Uh…yeah, yeah it's me," Peter replied as he tried to go quietly so that he could reach the stairs without being seen.

"Oh by the way, there's something in the mail for you," she spoke.

"Uh, okay. I just need do something quick," Peter replied before he hurriedly ran up the stairs.

He quickly took off his costume, stuffing it deep in the closet before he dressed in his own clothes though in his haste, he struggled to get the jeans on. He then went down the stairs, pulling a shirt over his head and met his Aunt in the kitchen.

"Hello," Peter greeted as he pecked her on her cheek.

Aunt May smiled. "Hey there, Tiger. This is for you."

"Do you know whose it from?" he asked as he took the envelope only to stare at it.

"Perhaps."

Raising an eyebrow, Peter turned it around but he gaped at the address. "No way," he breathed.

He had been waiting a few weeks ever since from his high school graduation. He had been a nervous wreck from all the waiting and now that it finally came, his nervousness just got more terrible. Eagerly and anxious, Peter fumbled with the envelope and he opened it, pulling out the letter.

"Relax Peter," Aunt May laughed. "Breath."

Peter let out a breath he didn't knew he was holding. He was still nervously opening up the letter and then he read it in a shaky voice.

 _Dear Mr. Peter Parker,_

 _Congratulations on your successful application to the Empire State Masters in Biophysics program for the academic year 2017-2022. We look forward to welcoming you to one of the greatest universities in the world._

 _As an MBP student at the Biophysics school, you'll be joined with extraordinary students from around the world—_

"I GOT IN!" Peter screamed, ecstatically. Aunt May joined in the cheering as she kissed him repeatedly.

"Oh, I'm so happy for you!" Aunt May sniffed, hugging him. "I can't wait to tell everyone! I'm so proud of you, dear! This calls for celebration!"

Giggling excitedly, Aunt May went to the counter and grabbed two glasses and a bottle. It was then that Peter realized that it was red wine what Aunt May was pouring in the glass.

"I'm not drinking that," Peter responded.

"Oh come now. A little alcohol won't be a bothersome. Now bottoms up!" Aunt May cheered as she handed him a glass and they clinked the glasses together while Peter gave a nervous smile.

It was then that Aunt May spoke once more as a thought came to her.

"Your birthday is coming up. Any plans of what you're going to do?"

Peter shifted in his spot. "Uhm, I actually don't know. I think I'm gonna skip it this year."

Aunt May gaped at him as though he grew a second head. "What? Skip it? But it's your eighteen birthday! Nonsense. No nephew of mine will have his birthday be skipped. Now come. Let's call up your friends and you guys will go out all day."

Peter groaned as he got pulled from his aunt. However, Aunt May made a small saddened look as she already had planned his birthday.

* * *

 _Dear Peter,_

 _Happy Birthday, Peter! I hope you do well and I hope you had received your acceptance letter._

 _I got in, of course so I'll be joining you. Have you heard anything from Ned? Anyways, I'm currently travelling around the world and I'm writing to you from Paris. Oh, it's so beautiful!_

 _School will be starting soon. I'm excited for it but I'm also a bit nervous. How is your summer?_

 _Love,_

 _Michelle_

 _PS: I've attached your gift to this letter as well. Hope you like it._

Peter grinned happily as he had received gifts from his friends. Well, friend. He too had also hadn't heard anything from Ned and Peter hoped that he was alright. Peter opened the package only to give a small chuckle.

Of course, it would be a book which was about Biophysics.

"Thanks, Michelle," Peter grinned as he shook his head with amusement.

Smiling, Peter grabbed the book and he began to read it as he went down the stairs. He supposed getting a head start on the subject wouldn't be a bad idea but as Peter joined the living room, the TV gained his attention.

"… _the police are having everyone to stay away from the Crime scene as it might be a potential danger."_

Peter lowered his book down and resumed listening to the news.

" _Uh…we still don't know what it is or where it came from but what we do know is that it gives off an ominous feeling," Officer Jackson reported. "So I urge everyone to stay away from the scene until the sources of this mark had been found…"_

That was all Peter needed to know.

"Hey uhm, I'll be back," Peter replied as he swiftly rushed up the stairs and opened the closet doors where his suit was staring back at him.

In no less than a second, Spider Man was out into the city, zipping around from web to web. Almost in a heartbeat, Spider Man found himself at the crime scene since he attached himself to a nearby pole of a building. What he saw disturbed him.

There was a large burning mark that was covered in flames on the street. Spider Man felt his throat go dry as he swung down and he joined the police force.

"Look, it's Spider Man!" one of the people exclaimed.

Spider Man walked towards the police with narrowed eyes and he saw Jackson who seemed to be talking to one of the fellow police.

"Officer Jackson," Spider Man called out.

This gained his attention and gave a small nod of acknowledgment.

"Spider Man. Glad you could come on the field," Jackson said. "We were hoping if you have any insights as to what this is."

"Sorry but I'm pretty much like you. Stumped," Spider Man answered. "But maybe it would help if you could tell me when did this happen?"

"We don't know much about it," a gentle but firm voice came. Spider Man turned around and saw Captain Stacy joining as well. "I'd say that this happened maybe a few hour ago? That's all we could pretty much tell you."

Spider Man made a thoughtful look as he stared at the mark but a thought came in his mind.

"Hey uh, where's your friend Watson? He would always greet me in the nicest was as possible."

Almost immediately, silence fell which made Peter wonder if he had said something wrong.

"Uhm, did I say something wrong?"

"No," Stacy shook his head. "It's just that…during the battle with Smythe and with those mutated creatures, Watson got…killed."

Spider Man stared at him with an incredulous look and he felt sympathetic towards Stacy. Sure, Watson wasn't always nice to him but by the looks of it, he looked as though Watson was a loyal friend to them—not just a police.

"I'm…I'm sorry," Peter said quietly.

Stacy gave a small smile. "It's alright. You couldn't have known."

Spider Man clenched his fists. But he could've saved him was the thought that had entered his mind as he was staring at the burning flames.

* * *

Peter sighed as the car pulled up to the airport. This was it. After the uneasy event, things had slightly died down. The car was turned on and the two of them were left in silence.

"I think we should get going," Aunt May spoke quietly after a while.

It certainly hadn't been easy for her. She was crying nonstop which unnerved Peter a little as he tried to confront her to the best he can.

Even Tony came to help her out bit after that last visit, Peter hadn't seen Tony since. He supposed Tony was busy especially with the burning mark as how the Daily Bugle now calls it.

The two went inside the airport and they walked around for a bit until it was time for Peter to be boarded on the plane. However, as the two of them were headed towards the security gate, Peter suddenly gaped at the figure ahead of them. At first, he couldn't be sure since it probably looked at him but yet again, he had his doubts. For a brief moment, the figure ahead of him turned around only to have Peter be stunned.

It couldn't be...

What was Flash doing in the airport? Did he also got accepted to Empire State University?

If that was the case, Peter hoped that he wouldn't ruin Peter's life at university as how he did back in high school. Peter made a disgruntled mumble as he clenched his hands on his cart's rail. What did Flash enrolled as?

"My little boy," May sniffed, snapping Peter back to reality. "You take care right now, you hear me? And..." Aunt May sobbed again.

"I promise I would write to you," Peter said, confronting her.

"Right then," Aunt May said as she composed herself. "I think you should turn around."

Peter made a small smile but when he turned around, he didn't expected this at all.

"Happy Birthday!" the familiar crowd cheered.

Peter was surprised as he saw his gang which included Ned. In the middle, was Tony himself who gave a grin.

"Happy Birthday, kid," Tony spoke. "And congratulations."

Peter grinned. "Thanks."

"Oh and uhm a little something. Its best if you open it when you get there," Tony muttered in his ear which made Peter nod.

"So," Peter paused. "Who's leaving and staying?"

Almost everyone grinned. The only ones who didn't were Tony and Aunt May who was still tearing.

"Text me the moment you get there!" Aunt May replied as she pulled Peter into a hug once more.

"I'll come visit," Peter shouted as he entered through the security gate.

Aunt May stared at him until she could no longer see him.

* * *

In a darkened room, a dim light was flickering, barely giving enough light to lighten up the room.

A sinister glare was watching the magic mirror with a darkened frown. It watched as how the web crawler saved a citizen from an oncoming car crash and his frown turned to a nasty sneer.

If this was what he was up against, then it should be no problem.

No problem at all.

 **Author's Note: ** Airport farewells are always so tough :3 I dislike them and whenever someone goes from my family, I become like Aunt May XD but uhm, I don't exactly know how far Manhattan is from Queens by plane but I'm assuming it's not a very long flight. Also, I'm going with August for Peter's birthday since that's when Parker was created Aug. 1962 and again, I'm not really sure what degree did Peter ie: Masters, degree, bachelor degree etc... so I'm assuming he took Masters but I know for sure, that he took Biophysics. And yes, Michelle/Mary Jane Watson also went to ESU but as for Ned, I thought it would be nice for him to go to ESU as well and we will also get a lovely surprise! Anywho, what happens next? Find out! Toodles!


	3. First Encounter

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to cabrera1234 for favoring and following the story. Thanks to The Fanfiction Expedition- All things fiction for adding me to their community.

* * *

Chapter 3: First Encounter

Peter scowled as he stared out at the window. Just for humor, Peter and Ned had actually fought over for who's going to sit at the window seat until Michelle snapped at them which made them go quiet. Peter remarked Ned's comment by saying that he was the birthday boy thought that only made Ned snort.

Either way, Peter got the seat but that wasn't the part where it made him be irritated. He was still unhappy at the fact that he saw Flash. Peter thought he was for sure he had gotten rid of him but no. Flash is still here.

"You know," Michelle frowned. "I thought you'd be happy that you had gotten the window seat but that frown on your face tells me otherwise," she stated as she closed her book.

"Would you believe if I told you that I saw someone who I thought I would get rid of forever?" Peter asked.

Michelle paused. "Depends on who it is."

"Well, I saw Flash at the airport."

This made Ned choke on his drink and Michelle patted him on the back.

"You saw who?" Ned echoed.

"Flash," Peter mumbled.

"But…but why would he be at the airport? Vacation? Please tell me he's there for vacation," Michelle pleaded.

"I wish I could but somehow, in my Spider's guts, I think he also got accepted to Empire State."

And that made Michelle and Ned stare at Peter with an incredulous look and the two of them cried out.

"What?!" they cried out.

"Shh," Peter hissed.

"That blubbering idiot?" Michelle gaped. "Are you sure? You sure you weren't hallucinating or anything? Who in the right mind would accept Flash Thompson? I honestly didn't think he had the brains."

"I know," Peter groaned. "With any luck, I'm hoping that I wouldn't even get to see him despite the fact that we're going to be in the same University."

Michelle snorted. "Tough luck."

Peter huffed as he stared out at the window. "This sucks," he sulked as he closed his seat tray.

No sooner or later, they had arrived at their destination. Needless to say, Ned was quite glad that they had reached their location. The intercom that was played over the airplane had said its farewell before people began to unclasp their seat belts in order to take out their luggage.

"Thank you. See you soon," a flight attendant said as the trio were passing by.

"Ah. Good ol' Manhattan," Michelle spoke.

"Only if the weather was sunny," Ned glanced at the window.

It was cloudy which indicated that rain would fall soon. Peter hoped that they would reach their hotel before the rain falls.

Spiders and rain do not mix that well.

Peter paused in thought. "Do you know what's ironic?"

"What?" Michelle asked while waiting for their bus.

"The Avengers headquarters is located in Manhattan."

From that simple sentence, Ned and Michelle turned their heads and stared at Peter, studying him as though they were waiting for him to say 'Just kidding!' but the straight face told them otherwise.

"You're kidding?" Ned gaped.

"Nope," Peter replied. "I broke in there once."

"You did what now?" Michelle cried out as Peter boarded the bus. "Peter!"

* * *

By the time, the trio reached the university, it was already seven in the evening and they were exhausted. They were barely walking when they had entered the elegant building but they were too tired to even study it. All they did was set their eyes upon the office.

"So er…who's gonna go in there?" Michelle asked.

The two boys looked to the side and gave a look at her which made her roll her eyes.

"Babies."

With her suitcase, Michelle walked towards the door and opened it.

"Excuse me," she spoke which earned the receptionist's attention, giving a warm smile.

"Hello. How may I help you?"

"My name is Michelle and we have reserved two suites under the name of Gonzalez and Parker," Michelle answered.

The woman began to type away on the computer so that she could pull out the proper list.

"There are three of you?"

Michelle nodded as she gave motion to indicate that the two boys were waiting behind. The woman glanced over her shoulder, peering at the window to see the boys and one of them happened to be sitting on the top of his suitcase.

"So I see," the lady then went behind her to grab the two keys and the necessary items along with paperwork. "Alright then. Everything you need to know are in this sheet. If you have any questions, feel free to ask. And this is your key for Room 202 and 203. Also, please note that you'll be sharing a room with another person."

"Thank you," Michelle thanked her as she grabbed the things.

"Enjoy your stay."

"Thanks."

With that, Michelle walked back to Peter and Ned who looked up upon her arrival.

"Well?" Peter asked.

"We got it. Now, hurry up. I want to go to sleep."

They all reached the dorms before they had to go their separate ways.

"Right then. I don't want any trouble while we're here," Michelle said firmly.

Ned rolled his eyes. "Yes, _mom_."

"Good, Ned darling," Michelle send him a fake smile before she snapped at Peter. "And that goes for you too because if you do, don't expect me to save your sorry ass."

With that, Michelle opened the door and slammed it shut.

"Good night to you too," Ned sneered.

The next morning, however, Peter found himself awakened as he was sitting on a chair in the kitchen, typing away an email to his aunt. When he was satisfied, he hit the send button.

Peter sighed as he glanced out at the window.

The sun had just begun to rise, piercing its sun rays' over the city, indicating that a new dawn had come.

He and Ned still hadn't fully unpacked their things since the second they entered, they hit the bed after showers. Ned's loud snores could still be heard much to Peter's annoyance but he supposed he'll get used to it.

Some day.

Sighing, Peter closed his laptop and walked towards the door after he put on his shoes before closed the door once he opened it.

He knocked on Michelle's door as he expected for her to show up but that wasn't the case.

Instead, a brunette who seemed to be a bit shorter than him showed up at the door, giving a small surprised look.

"Um, hello?"

"Uh..." Peter looked at her strangely. "Right uhm is Michelle in there? I'm one of her friends."

The girl shook her head. "No; she went by the bookstore but you're welcome to stay here when she comes back."

Something about that look made Peter be uneasy as he wondered what he put Michelle through.

"Uhm, it's alright," Peter stuttered. "I'll just come back later. Tell her one of her friends dropped by."

"Of course," she smiled before closing the door.

Peter turned around and let out a breath before he walked back to his dorm.

* * *

By the time Michelle had finished her sightings, she decided that she was done for today.

"So you decided to see the campus without me? I feel hurt."

Michelle stopped in her tracks; a small smile escaped her lips as she knew who it was.

"It was quite a lovely sight," Michelle said. "I saw everything," she grinned playfully.

She turned around, expecting to see Peter but they wasn't the case. While she was half right, the corners of her mouth twitched as she saw the sight.

"Peter," she hissed sharply which made him wince. "Seriously?"

There was Peter hanging down from his webs, dressed as Spider Man.

"Um, surprise?" Peter grinned.

"What are you thinking? You could be caught! Go back and change yourself!"

Peter rolled his eyes as he climbed down.

"You need to chill a little. And the view's amazing when you get to go up high! Besides, there's no one but you and me. Who else is gonna spot me?"

As if on cue, there was a sound of books falling down which had the two stare at that direction.

"It's Spider Man..." a girl said shakily.

Peter froze in his tracks. "Uh no...um...just some guy in a costume. Heh."

"No. You're the real one," she pointed it out.

Peter gulped. This wasn't good at all.

Needless to say, it wasn't easy getting out of the situation. Michelle was unhappy, not even talking to him as they reached their dorms.

"Um see you later?" Peter tried but to no avail.

Michelle gave a small scowl before she opened the door and closed it shut, making Peter sigh.

* * *

Michelle huffed at Peter's stupidity. He was supposed to be a genius boy but yet he wasn't. One of these days, he's going to get himself caught at an unexpected time.

"Boy trouble?" her roommate asked with a knowing look.

"Tell me about it. He's being an idiot by doing something he shouldn't do," Michelle muttered.

"Ah," she replied. "Oh by the way, there was a guy who asked for you in the morning but I said you weren't here and that you were at the bookstore."

Michelle raised an eyebrow. "Who's the guy?"

Cassi smiled slyly a little. "He's tall. About your height-brown hair and pretty cute. He said that he was one of your friends."

Michelle snorted as she knew she was talking about.

"He's anything but cute."

"So you don't mind if I have him do you?"

Michelle quirked an eyebrow, already having a sense of dislike around her. She gritted her teeth as she abruptly opened her book.

"No. Not at all."

* * *

Tony made a thoughtful look as he stared at the screen that contained the burning mark. It was disconcerting as he wondered who the burned symbol belonged to.

He knew that the peace wouldn't last long; it never does not while there is still evil out there, waiting to cause havoc.

But even so, as the evil wants to threaten Queens, it'll never happen not while he or Peter are still around despite the fact that Peter isn't here around.

But Iron Man is.

And he would be dammed if anything had happened to Queens.

"It's a bit troubling, I would think, to just suddenly have the raging symbol appear out of nowhere," Happy announced.

"Yes. Yes it is," Tony muttered. "What could it mean though?" he wondered. "A symbol? A symbol of what though?"

"Maybe the enemy was warning us that evil would come," Happy suggested.

"Perhaps," Tony replied as he stared at the unnerving picture.

It was troubling indeed.

* * *

Mysterio appeared as though he came from nowhere. He glanced around at the deserted area though a small sneer curled at the corner of his mouth.

This place was pathetic. And he hoped to get out of here as soon as possible. If this is how he would have to lure the Spider from his hiding place then so be it.

Meanwhile, Peter happened to be walking down the hall with a straightened face.

So far, he hadn't seen Flash which he supposed was a good sign. At least he would have one less thing to worry about that. He was still angered about that stunt he pulled from last year.

Peter knew Flash was a fan of Spider Man but did he really had to go that far? What was the reason for being another Spider Man in the first place?

And as if to make things worse, Flash, his most hated enemy, had to find out about his real identity. In all honesty, Peter was just waiting for the harsh cold blow for Flash to tell Peter's hidden secret but everything went quiet. It didn't hit the news.

Yet.

As he turned around a corner, he suddenly stopped in his tracks, eyes wide with disbelief as he saw what was happening.

Why hadn't his Spider senses buzzed on?

It was that or the fact he had somehow completely missed it by being deep in thought.

He quickly turned back to the corner, trying to find a solution for his dilemma. He just can't use his powers out in the public. Groaning, Peter dropped his books on the floor and turned back to face the bizarre being.

"You know, you really got a bad timing,"

The figure stopped what he was doing and turned around only to shot Peter a cruel smile.

"Well, look at what we got here. A lost stray," the person cackled. "And what are _you_ going to do about it? You're just a pathetic mortal."

"What about you? You think you're some God?"

The person sneered nastily. "That's _exactly_ what I am! And _you_ , mortal, shall bow down to me!" he exclaimed before releasing his attacks.

With a cry, Peter just managed to avoid the blow while using his Spider senses to his advantage. If he can't use his powers, then he'll have to defeat him in the old fashioned way.

Though, Peter had a hunch that he'll get scolded something by but maybe he wouldn't if he doesn't tell anyone.

Why can't it never be easy for him?

Just once, Peter would like something for him to go easy.

Peter swayed left and right in attempt to dodge the attacks. Oh, how he wished he could use the walls right now to sneak from behind him and take him down. But no. He has to refrain himself by showing who he really is and with that fact being pointed out, Peter realized that he would have to take at least one hit to show the enemy that he's human.

"Now die!"

The foe released another energy projection, hurling at Peter who, this time, forced himself to take the blow and he let out a cry of pain as the blow struck him hard, slamming his back against the wall and he fell down. Whimpering slightly, Peter had a hard time getting up but to where he was at, it was convenient as he was right next to his books.

It wasn't much of a weapon but at least, it would distract the enemy.

Going with that, Peter forced himself to get up before he started to throw the books at him. One of them had hit him at the side of his head which gained his attention back to Peter.

"Hey, sphere head! I bet I can beat you!" Peter exclaimed as he threw his books until he ran out which made him pause. "Ah, crap."

The enemy cackled and he released his attack once more; this time, being more powerful than the first time around. Peter widened his eyes as he just narrowly avoided the large blow that crashed into the wall, tearing it apart though it caused some arise.

Peter coughed from the dust and as it eventually died down, Peter saw that the figure was no longer there. Confused, he stared at the spot to where the strange villain had been a few seconds ago while a thought entered his mind.

Had he really been there or did Peter merely imagined him?

 **Author's Note:** Hmm, that's a good question indeed. Heh, I finally finished this; I typed some while I was at work and then the rest at home once I got back XD but anyways, I just thought that sending them to their dorms now instead of an hotel would be better and plus, they could also do some sightseeing and what not. What happens next? Find out! Toodles!


	4. The Promise of a New Evil

**Shout Outs:** Thanks to Nindragon for favoring, following and reviewing the story. Thanks to MythologyStar for reviewing the story. Thanks to Bandgeek2015 for reviewing the story. Thanks to Phoenix X 2 for reviewing the story. Thanks to P X for reviewing the story. Thanks to Batguy2000 for favoring the story.

Responses:

MythologyStar: Lol but there is a reason as to why I'm bringing these kind of characters along with Sandman (even though he was done already). You'll just have to wait after book six to find out the purpose. The OC is no one of important to the story—she's only Michelle's roommate who'll cause a lotta trouble *evil grin*

* * *

Chapter 4: The Promise of a New Evil

Needless to say, Peter had already made a bad impression to the University as the scene from before got everyone to whisper about it; each of them wondering what had happened. Of course, Peter couldn't say anything as he didn't know what he saw was real and even if he did responded, people would probably say that he was just some delusional kid.

So, Peter decided to keep quiet until he figured out what was actually happening.

Apart from that, classes start in less than two days which made Peter be eager. Ned and him gathered their timetables and they reviewed their schedules. Of course, both of them had different subjects so none of them had the same classes but they would still stick around. From what Peter had found out, Michelle's roommate had some of the same classes as Peter much to his disappointment. After meeting her, Peter didn't really like her. He supposed she was coming on to strong.

Either way, he didn't like her. But because classes we're going to start soon, Peter had to go back the bookstore to buy himself new books since he had used them as a weapon against the odd being.

But, Peter simply would want to forget about the recent events. At least for the time being.

Ned peered over Peter's shoulder as he studied his schedule. He frowned upon seeing them.

"Man, your classes looks heavy," Ned said.

"Naturally. I'm taking biophysics so it has to be heavy."

"Well, have fun getting a brain meltdown," Ned muttered.

Peter snorted. "Like I _ever_ get a brain meltdown."

"Hmmm...I don't know about that. I heard that the classes were quite tough. The professors here can be quite ruthless."

The two boys turned around and saw Michelle, peering over Peter's shoulder.

"How'd you know?" Peter quizzed.

"I've talked to Gwen-yes, she's here as well," Michelle responded. "I just happened to bump into her on the way here."

"Gwen's here?" Peter cried out.

She rolled her eyes. "Yes, Peter. That's what I said. I believe she had said that she is also taking biophysics so you won't have to be alone after all," she smirked.

Peter sneered. "Please, as if I had the fear of being alone. Pfft."

Ned paused. "Wait. Didn't you just _said_ you didn't want to be alone?"

"Ned," Peter hissed.

He shrugged as he muttered. "Just saying."

"But the point is we'll still see each other around even if we are in different places," Michelle said.

"Yeah."

* * *

Mysterio stared at the screen he had summoned. It was the battle from yesterday with his 'fake self" and a person. But this boy is rather skilled at fighting. The way he moves and dodges so swiftly as though he wasn't human at all.

Mysterio frowned when the boy took the blast but then stared at it intently.

"Go back," he muttered.

As though it was filled with magic, the mirror went backwards to the scene where the boy took the hit and made the video go in a slow motion.

"Stop," he commanded strong but softly.

He stared at the screen with a thoughtful look. That was it. He slipped. The hit he took. It wasn't by accident; he took it on purpose.

But why? he wondered. What was the cause to have such an injury?

Mysterio resumed staring at the boy with an interested look. This boy had definitely caught his interest and he was going to find out more about him.

* * *

Peter opened the package what Tony gave him at the airport. In truth, he had forgotten about it with all of what's happening around here but now since things had died down, he was able to slightly relax until classes starts.

Peter threw the wrappers away and as he was opening the package, Ned's voice could be heard.

"What's that?"

Peter looked up to see Ned who was still in his pajamas. Peter glanced at the right and saw the clock.

"Did you _just_ got up?" Peter asked, perplexed.

"Yeap," Ned paused. "Uh why?"

"Just asking," Peter muttered as he wondered how Ned was going to get up early in order to be on time for his classes.

"But uhm anyways, this is a gift from Tony before we left the airport."

"And you're just opening it now?"

"Er...I had stuff to do?" Peter answered hesitantly. He still hadn't told his friends about the encounter with the strange being.

Peter opened the top and widened his eyes as he gaped.

"Woah," he breathed.

Ned gaped at it with amazement, staring at it.

"Hey uh you think Tony would make me a few gadgets?" Ned asked eagerly.

"Forget it. If I suggested that, he'd go through the roof," Peter replied.

Ned slumped, disappointed. He then looked down only to have his eyes fall upon a letter that seemed to have fallen as Peter had opened the package.

"Hey, there's a letter," Ned pointed out as he made a grab for it then gave it to Peter.

Peter took it and began reading.

 _Peter,_

 _Hope you would do well while you are in university. I know how scary and overwhelming it could be but_ _if you relax and enjoy, you'll get through._

 _As you probably saw it by now, I've made a few adjustments to your newly designed web shooters and try not to make a mess. Keep doing it and you'll start making your own._

Peter grinned sheepishly but continued.

 _Stay out of trouble, keep your head high and best of luck._

 _Tony._

 _Ps: Happy Birthday_

"Awww," Ned grinned.

Peter scowled. "Shut up," he said as he threw a pillow at Ned who giggled.

 **Author's Note: ** Awe indeed. You knew Tony could be so touching XD but ooo Peter's in deep trouble from Mysterio. What happens next? Find out! Toodles!


	5. To Catch a Spider

**Shout Outs: ** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 5: To Catch a Spider

Classes started.

And who would've thought that on the first day of classes, Peter found himself panicking as he realized he was going to be late.

"Of all the days to be late, it's this one!" Peter cried out as he tugged down his shirt. "Pass me my jeans, will you?"

Ned stared at him. "What am I? Your dresser?"

"Ned!"

"Alright. Alright," but as Ned was getting his jeans, he was still being amused as he watched Peter struggle.

"You still didn't had to wake me up, y'know. I don't have classes until ten and it's seven in the morning," Ned muttered. "I need my beauty sleep."

"What a loss," Peter responded after he wore his jeans before grabbing his stuff.

"But...doesn't your class starts at eight?" Ned pointed out.

"Your point?"

"My _point_ , Parker, is that you still have an hour left."

"Well I want to get a good start so I can make a good impression and my building, unlike yours, is on the other side," Peter huffed.

Ned snorted. "Good impression on what? Girls who keep running away from you?"

Peter quirked an eyebrow, wanting to throw something at him.

"Besides, why are you hurrying? You're Spider Man, aren't you?"

Peter paused in his tracks, holding the door in his hand as he turned to the side to glance at Ned. And a second later, Peter found himself zipping out of his window and through the cloudy sky, letting out an exclaim of shout.

Sure enough, Peter reached the class on time since he slid towards his seat which was at the back. He wanted less attention as possible until things settled down. He looked around the room with the high chairs towering down below. The room itself looked like a huge theatre with the big screen displayed at the front.

 _Pretty impressive,_ Peter muttered in thought.

Naturally, it would be way different than high school which was what made it a bit intimidating. Nonetheless, Peter hoped that he would have a much better time at University than he had back at high school.

"Pay attention. Class is in session," a deep but strict voice announced. The classroom almost immediately fell into silence as the student body turned to the side to see a professor walking in.

He then turned to face the students who all had his eyes on him. He gave them a narrowed look before he spoke.

"I am Professor Miles Warren and congratulations on making it this far," he spoke at the microphone, having his booming voice being heard loud and clear. "However, biology can be advanced and it could be difficult to most people which is why I won't be surprised if half of you failed," his stern smile turned into a small sneer. "Right then. Books away. We'll begin our class with a short surprise quiz to see how much you know."

Almost everyone began to complain but this made the professor retorted back.

"Silence!" he snarled. "Anyone who complains will go straight to the detention which is half of the student body."

And that almost immediately made everyone go quiet while Peter gulped. This was going to be a one intimidating class. And of course, by the end of the class, the students had already received homework.

Then came Biochemistry which made Peter thought that maybe this class wouldn't be as bad as the Biology. A man who appeared to be in his late thirties overlooked the students though just by his appearance, it made the female bodies giggle which made Peter snort.

He had sleek black hair, a tidy suit which he had a magenta jacket with a white shirt and a black tie and black pants with black shoes. In truth, he has a well-built body. He also had a beard and glasses that were covering his black eyes that twinkled as he smiled.

"Good morning, class," the Professor spoke and almost immediately, the class sang back.

"Good Morning, Professor Slatter."

Peter cringed at how the students were easily submitted under the 'charming' looks of the professor.

 _What are we? Kindergarteners?_ Peter thought as he slumped back.

"I'll be teaching Biology and I hope that we'll get to know each other as the term progresses. Over the course, we would be learning about the fascination of biology including its structural behavior, functions, growth, hormones-"

The females giggled.

"-evolution, distribution, identification and taxonomy. We would also be doing experiments to get a clear understanding of the host's body."

One of the students, a girl, placed her hand up.

"So, does that mean we are going to dissect an animal?" she asked and that made Peter perk his interest.

The Professor nodded. "Of course."

Instantly, the females cringed while the males grinned with approval.

"And what _kind_ of animals are we gonna dissect?" one of the boys questioned.

Slatter's smile twitched as he smirked. "Spiders."

And Peter suddenly paled though the Professor chuckled as the blank looks from the students. However, Peter wasn't sure if he was joking or not.

And the day went by. Perhaps one of the classes Peter was most looking forward to was the Neuroscience which was taught by Professor Watkins who, in Peter's opinion, seemed gentle and not as cruel or harsh as Professor Slatter and Professor Warren. And the fact that she was probably one of the professors where Peter favored the most since, unlike some of them, didn't got them any homework.

By the end of today, Peter joined Ned at the study hall where a few people sat among them. The professor, who was in charge of the room, watching at them like a hawk.

"So, how did your classes went?" Ned asked. "Anything new?"

"Well, I thought I would enjoy it—I did. I think I'm going to like Neuroscience more than any other subject," Peter replied but hid himself lower since he met the eyes of the Professor's narrowed stare.

Clearly, someone likes silence.

Ned gave him a blank look. "It was that bad?"

"Well come off it. Who gives homework on the first day?" Peter muttered.

Ned paused. "Our chemistry teacher from high school did. What's your point? Peter, this University not high school. Of course, they're going to be more harsh and brutal. Even I got homework too."

Peter sighed. He supposed it could've been worse and therefore, he should probably start counting his blessings.

"Oh by the way, have you thought of joining any clubs?" Ned asked as he scanned the many options from the paper he was holding. "There's a science club, sports club...oh! They even have a video game club!" Ned exclaimed excitedly.

" _Shh!"_ the harsh voice from the Professor came which made Ned cower.

Peter snorted. "Seriously? A video game club? Wow; they must've had a lot of time on their hands."

Ned sniggered. "But anyways. Are you gonna go for the sports club? There's all kinds of sports you could attend."

"Thanks but with the amount of subjects I'm taking and plus, being Spider Man," Peter said the last part lowly then spoke normally. "I've got too much plate on my hand. Besides, I'm literally a dead log when I'm out on the field."

"True but not when it comes to Spider Man," Ned muttered. "But come on. It'll be fun! You could try football. Our high school Coach always did say you had a good arm."

Peter turned to the side, giving a narrowed glare as he was staring into Ned's pleading look.

"No."

"Please?"

"No."

"Uhm, I'll be your best buddy?"

"You already are."

"I'll get Michelle to date you."

"What?" Peter gave him an incredulous stare.

"Ahh nothing," Ned paused. " _Please?"_

 _"No!"_

"BOYS!" the Professor shouted. "If you want to bicker like toddlers, then take it outside. This is a study hall! Not a bickering competition arena. And _before you could even suggest it,_ the answer is no!"

Ned shut his mouth since at the idea of creating a 'bickering club' was turned down. A few people sniggered.

Ned slumped his shoulders with disappointment before he glanced at Peter, having a one final hope.

"Please"

 _"No."_

Ned muttered, mocking Peter under his breath. "My name is Peter and I'm the King of 'No'."

Peter sneered.

Mumbling, Peter pulled out his Biology book and flipped to chapter one since he was supposed to read up until chapter five. However, he didn't get the chance to read the first sentence of chapter one since Peter heard Ned's low singing voice in his ear.

"Don't do something and you'll regret it..." he sang song before he slid slowly away, leaving Peter (with narrowed eyes) stare at him.

But despite that, Peter found himself unable to concentrate since he began to zone out.

"Man, I don't feel like doing this," he muttered.

" _Shh_ ," the Professor hissed sharply. This time, her voice had a warning tone.

Peter scowled before he mumbled. "I'll see you back at the dorm."

Ned nodded as Peter scooped his stuff back into his backpack and exited out of the study hall.

During his walk, however, Peter was deep in thought—mostly about the new enemy and he gave very little thought to his classes. He knew they were going to be tough but Peter was up to the challenge—he always is.

Still though, there was that one particular professor where it had gotten Peter's curiosity. It was Warren—there was just something about him what Peter didn't like. Maybe he was too quick to judge or maybe he was right but he didn't know.

Either way, it unnerved him and it's probably best to keep an eye on him. Just in case.

"Hello, Peter."

The voice had somehow managed to snap him out of his trail of thoughts only to find out that the voice had belonged to Cassi who was leaning against her door, giving him a flirtatious look as she was twirling her hair. Of course, that kind of gaze made Peter be unaware to it since he thought nothing of it.

"Er, hi."

"Finished classes?"

"Um yeah."

"Ohh," Cassi giggled. "Well, if you're available, we should party sometimes," she brushed her hand slightly against Peter's muscles, biting her lip though it made Peter feel strange since he got goosebumps.

"Uh thanks but I'm not the kind of guy who likes to party. Maybe next time. But I'm sure my friend, Ned, would like to go."

Cassi nodded, feeling slightly disappointed though she tried not to show it. "Well okay. Another time," she said which made Peter stare after her as she entered her room.

Shrugging, Peter entered his room, wondering why Cassi was acting all weird.

Who knew what was going on with females?

Peter sure didn't.

But...

She did had a nice ass though.

* * *

Mysterio studied his plan carefully. He reviewed over and over again, making sure there were no mistakes. But of course there were no faults—it was _his_ idea. He was the one who thought of it and the procedure would go smoothly. He would make sure of it.

Mysterio grinned malevolently as he thought just the idea of killing a spider. It would be the Spider's demise and Mysterio's triumph.

He could hardly wait to release his plan into action but with patience, all good things will come to those who wait.

And so, Mysterio sat in darkness with a disturbing look as he glared at the shadows; a cruel cold grin was turned at the corners of his mouth.

* * *

"You _asked_ her what now?" Ned cried out over the TV that was in their room.

"I only told her that you would go with her," Peter responded.

"Dude, I don't want to go with some random chick who happens to be with Michelle's roommate," Ned complained.

Peter snorted. "Yeah well uhm…"

Ned looked at him with a suspicious look. "Tell me you didn't said _yes_."

Peter shifted in his spot, awkwardly which made Ned stare at him.

"You _did_?" Ned exclaimed.

Peter grinned sheepishly. "Uh—erm…" he stammered. "It can't be that bad. You even went to the high school prom."

"Well yeah. That's because I went with someone I _knew_." Ned was about to speak again until the news took over which gained the two attentions.

"… _there had been reports stating there had been unusual crime activities going on at the 53rd street. It had been stated that there had been at least fifteen hostages are being held. But so far, there had been no attack—"_

Ned sighed. "Go. I'll cover you."

Nodding, Peter quickly grabbed his suit, pulling it on and within a seconds, he was out at the window as he was heading for danger.

And no sooner or later, Spider Man had arrived at the targeted destination. There were police cars parked in front of the entrance and if Peter guessed, there would be also police at the back of the building and inside. Since going inside at the front won't be a smart move, Peter climbed upwards and found a vent gate which he ripped open with his webs before he went in. He slid down after he finished crawling and landed on the floor.

 _Man, I'm sensing danger from every corner. This can't be good._

Peter paused. If the villain really wanted to do some damage, it would be at the highest level of the Museum. And that's where the hostages might be. With that plan, Spider Man began to scale around the building until he reached the sixth floor where, as always, he was right.

Spider Man carefully landed on the floor as he eyed the scared hostages. His Spider senses still going berserk. He would have to do this carefully.

"Alright, guys. I'm going to get you out of here. It's going to be okay," Spider Man hushed. He carefully thought of the easiest way to go and when he did, he spoke again.

"Okay, you all are going to follow me and stick with me. Follow down the stairs where you'll meet Captain Stacy," Spider Man replied though he was unsure where Stacy is.

Either way, he hoped that one of the police would be there.

Spider Man waited until they were all ushered out of the spot, following Spider Man. When they reached the third level, Spider Man breathed out when he saw Officer Jackson.

"Spider Man, good to see you," he nodded.

"Likewise. Right, these are the hostages—take them out of here and leave the criminal to me. I'll deal with him," Spider Man spoke.

Jackson nodded. "Right. Alright, everyone! Follow me and stay safe!"

Peter eyed the hostages who huddled closer and followed the officer but as they scuttled, Peter raised an eyebrow as he stared at the group. Something wasn't right.

The news said that there were _fifteen_ hostages. He only counted fourteen. Peter felt his breath caught in his throat before he sharply turned back to the stairs. One was missing. And if that wasn't disturbing enough, Peter thought how the hostages got out easy. He was sure that something bad was going to happen when he was escaping with the people but that wasn't the case.

Spider Man gritted his teeth as he reached the second level, crawling on the walls. This wasn't good at all.

 _Hmm…these walls feel a bit too slick._

As if by some luck, Spider Man ripped open the storage door with his bare hands only to widened his eyes as he saw a small girl, frightened as she pulled her knees closer to her.

"It's alright. There's nothing to be afraid of," Spider Man spoke as he extended his hand out. "You can trust me."

The girl stared at him but she felt warm and safe. "Y…You're Spider Man," she replied shakily.

"Yes, that's right. I'm here to get you out but I can't do that on my own. You need to trust me."

The girl stared at him before ever so slowly, she extended her own hand and placed hers on Spider Man's where he pulled her up gently. He then wrapped her around him, holding her securely.

"Right then. Hold on tight. It's going to be a wild ride."

Spider Man used his web rush mode and in an instant, he was up at the walls and the small girl let out a gasp.

"See? There's nothing to be afraid of," Spider Man replied as he resumed crawling slowly.

 _Something still doesn't feel right. The walls are too slippery for my liking,_ Spider Man grunted as he nearly slipped but he didn't let the girl worry about the current situation.

Just as he was about to go to the other side, something with an abrupt strength came which forced Spider Man go off the wall and the small girl cried out at the unexpected attack, having them fall down to the ground but that wasn't the case with the girl.

The girl fell to the opposite direction while Peter grunted as he fell to the ground.

"Spider Man!" the girl cried out.

Spider Man widened as he saw her falling down.

"No!" he exclaimed, quickly rushing towards her but before he could even reach to her, that same attack shoved Peter roughly, having him being away from the child.

He slammed his back against the wall and he narrowed his eyes.

 _Come on. I have my Spider senses. Why am I not using them?_

However, being stubborn, Peter refused to lose sight of the child as he now only have seconds to rescue the kid. He ran towards the balcony's rails and he jumped, performing a dive bomb but that same attack came though this time, it grabbed Peter and Peter was only able to see that something had swooped down and rescued the kid before she could even hit the floor.

"Let me go!" Peter cried out as he wrestled with the newcomer. He was too busy with this intruder that he couldn't even think about the person who had saved the kid.

Growling, Peter saw a nearby vase and he used his webs so that he could throw it at the shadow he was currently fighting. Peter felt its grip being loosen and Spider Man made a small twirl then did a small slide as he reached the floor.

Spider Man then grabbed a nearby table with his webs and he threw it towards the enemy who caught it from midair before he threw it back at Peter who did a sideway twirl, avoiding the blow and the table crashed at the floor.

The newcomer made a small scoff and he lifted his head up though Spider Man hardened his glare as he was still unsure as to who this new enemy is.

"Who are you?"

"We have met," the shadow responded. "Once upon a dream."

Spider Man snorted. "Look I don't have time for singing. Either you get out of my way or I'm going have to bring you down."

The intruder laughed while in a sneaky motion, he had his hand touch a small device that was with him.

"Well, that's an empty threat, web crawler. You're only one man. I'm many! You can't save people. You can't even save yourself."

Spider Man gritted his teeth. "I'll be the judge of that."

The criminal simply sneered and then he fired his energy projection all of which Peter had dodged. And then, Spider Man threw his own attacks at the foe, having the webs being attached to the villain and he flung him across and the enemy slammed himself against the wall hard.

Spider Man didn't let the opponent to get the chance to get up since he jumped in the air, raising his fists in the air to deliver the blow. However, the enemy was quicker since he brought his knees closer to him so that the enemy could flung Spider Man away from him.

"You're not a hero," the enemy spoke. "You're just some kid in a costume."

The web crawler growled as he landed on his feet before he launched his new attack at the adversary who dodged it. Spider Man then grabbed another heavy table and tossed it at the rival who this time didn't had the chance to avoid it. The table crashed at him, trapping him below.

"I'm not a kid," Spider Man seethed as he placed his foot on top of the rubble, crushing him. "I'm a man."

"Are you now?"

Spider Man slightly shivered at the uneasy smile but the thing that caught his attention made him stare at it with an open mouth.

"The heck?"

Underneath the rubble, Spider Man saw that the figure was distorted, having static across his helmet.

"Hey catch!"

"What?" Spider Man cried out at the unexpected move.

However, the vigilante miraculously dodged the blow, having the object smash at the ground, a few centimeters away from Spider Man which made him have a smug.

"Ha. That was a pathetic throw," Spider Man replied gleefully.

The newcomer sneered. "Was it now?"

Spider Man narrowed his eyes and he turned around only to stare with shock. A small fire began to grow and Spider Man stare at it and all he could do was to watch the blaze while hearing the evil laugh.

"You say you're a hero, Spider Man," the foe laughed manically. "But how can you be a hero if you cause more damage?"

Realizing that he had seconds to get out of here, Spider Man quickly made a run towards the window. He smashed through the glasses, releasing his webs so that he swung himself towards a nearby tent. Down below, the crowd gave out a gasp as they stared up at the burning building that caused a small shake, sending out fragments of glass which made the group duck down.

"Look!"

The crowd then turned to the left and saw another figure who appeared to be holding someone.

"It's Spider Man!" one of the people exclaimed which grabbed the real Spider Man's awareness.

 _What_?

Peter stared at the newcomer who landed on the ground and the audience cheered. Peter gaped as he realized that this intruder was holding the girl which _he_ was supposed to save. The crowd was chanting his name though Peter made a small snarl as he glared at the imposter and made a one last thought as he swung out of sight.

 _That should've been me._

 **Author's Note:** Ahh, Peter. You're hopeless. SHE'S FLIRTING WITH YOU! *sigh* but this chapter though...it was a pain in the butt—the amount of research I had to go just to make sure I got everything right—including the Professors though I had to make up the study hall Professor but nonetheless, this chapter was fun to write aha XD and there is an actual reason for bringing 'another Spider Man'—even a better reason than what I did with Flash. What happens next? Find out! Toodles!


	6. Spider Man times Two

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 6: Spider Man times Two

"That should've been me!" Peter raged.

Ned sighed as he listened to Peter's complaint. Something similar like this had happened since last year where Flash had foolishly became Spider Man which, of course, enraged Peter. Ned placed down the newspaper after he had finished reading the latest article from the Daily Bugle.

"Looks like you got competition…again."

Peter snorted. "Flash was hardly a competition. He was a fool but _this_ guy," he narrowed his eyes. "He means business. I've got to find a way to stop him. Got to know who he is and what his motive is."

"Are you going to alert Tony?"

Peter shook his head. "No. Not yet. Not until I know for sure what I'm up against."

Ned heaved out a sigh. "You're going to get yourself killed. I don't like this, Peter. This is far more sinister than before."

"I'll be fine. Just…trust me," Peter replied as he opened of his text books. "Now, I've got a Biochemistry test coming up which I need to study for or otherwise Professor Warren will have my head."

Ned twitched a smile. "Not only yours but the others as well."

Peter gave a small look. "Nope. Just me. I have a feeling that he doesn't like me."

The day went on as normal as it could be. Warren was boring the students with the endless lecture of taking notes. Peter rested the side of his cheek on his palm, barely even paying attention to class since he was ready to fell asleep; his eyes were hardly kept open.

Perhaps it was the rain that made everyone be sleepy.

"…and what is the standard Gibb's free energy ΔG°, _Parker_!?"

Warren's sharp voice snapped Peter back to reality and he blurted out an answer.

"Spider Man!"

The class sniggered at the answer while Warren scowled. "No, I'm afraid that's not it and congratulations, Parker. You just earned you and the class to read an extra chapter that'll be due by tomorrow."

And of course, everyone turned around and glared at Peter who slouched further down his chair in attempt to hide himself from the deathly looks.

This was going to be a fantastic day.

Throughout the day, the only subject Peter was most looking forward to was the Neuroscience although Peter thought that Biology wasn't that bad.

"Good afternoon, everyone," Professor's calm voice announced. "Today, we'll be learning the advanced structures of the brain, their functions and so on. Now, can anyone tell me what device you would use to measure brain activity? Hmm...Peter?"

"Um, PET also known as positron emission tomography is a scanner that detects radioactive material that is injected or inhaled to create an image. When a radiotracer—a commonly used radioactively-labeled material—which includes oxygen, fluorine, carbon and nitrogen gets into the bloodstream, it eventually makes its way to the brain through blood circulation."

The professor smiled. "Excellent!" she replied with a nod before she went into detailed explanation of its purpose, the advantages and so on.

But even as the day goes by, for some odd reason, Peter felt that it was dragging. Sighing, Peter resumed staring out at the window. The once cloudy sky was now sunny, having its suns' rays breaking through the clouds. Peter wanted to get out to just do a quick daily patrol. Just to make sure that everything was alright and that there was no harm done.

If there were only petty crimes, then that would be no problem for Peter. He would clean them up in a jiffy and call it a day. But of course, that wasn't the case for Peter. Despite the fact that he's a hero, he still has school to worry about.

 _Of course, Iron Man doesn't have to worry about school_ , Peter thought bitterly.

It's not that he doesn't mind about school, it's the fact that it takes up his 'hero' time. When the day was over, Peter had already found himself back in his dorm although when he got there, he noticed that Ned wasn't there. He assumed Ned wasn't finished with his classes yet.

Grinning, Peter suited himself into his Spider gear before heading out. He zipped through the city until he handed on a ledge on top of the building and there was a small breeze coming in which Peter didn't mind; he enjoyed it in fact. However, loud sirens were heard which made Peter grin widely.

 _Ah, there's my cue_ , Peter grinned before he headed towards the direction of the sirens.

As he was zipping, a thought entered in his mind.

 _I just hope that wannabe is not there. But, I say this is the second time this week. What's going on?_

As Spider Man was reaching at the crime scene, he could hear loud sound which made him be curious.

 _What's happening?_

"…help is on the way!"

 _You bet it is_.

"I can't hold on anymore!"

Spider Man narrowed his eyes as he came closer but the fall came too quickly. The rope which the man was holding broke loose, having Spider Man swing himself faster as he heard the man scream.

"I'm coming!" Spider Man cried out but acting on an instinct, Spider Man quickly released his webs so that it could catch the person just in case if Peter doesn't make it in time.

The man resumed screaming until he fell on something strong, breaking his fall but the safety net suddenly broke which made Peter widened his eyes.

 _What the?_

Spider Man flipped through the air and he dived bomb towards the man with narrowed eyes, arms stretched out.

"Hold on!"

Spider Man then grabbed the man and he quickly turned himself around, firing another web so that it was attached to the third level of the building which allowed Spider Man swing to the other side as he heard the crowd's cheers. He then landed on the ground, placing the man on the floor.

"You alright there?" Spider Man asked.

"Uh, y—yeah…man, I thought I was done for. Thanks," the construction man spoke

Spider Man. "Hey no problem. Take care."

With that, Spider Man swung into the air as there was a small problem he had to take care of. He latched himself against the building to study his broken web.

 _It shouldn't have been cut off. The web was designed to withhold any attacks. Either I need to make new webs or someone deliberately cut them off,_ Spider Man thought as he studied the string. _And I bet I know who it is. I just need to confirm it._

Spider Man gave a thoughtful look. _Hmm, I think I'll pay a certain building a visit._

Knowing that he has time to kill before the night falls, Spider Man quickly headed to the other direction and began flinging through the city. Sooner or later, Spider Man reached the all too familiar NYPD building with a small frown.

 _Hmm…I wonder if the police force would be kind enough to give me their files instead of me having sneaking in all the time. They trust me, right? At least Stacy does…_ Spider Man muttered in thought as he followed the familiar path.

Almost within a heartbeat, he arrived at the Files Room. If he wants to be on top of the 'Most Wanted', then what better place than to dig information at the NYPD? Of course, there is Tony but he would never let in Peter regarding with the confidentiality information though Peter would hope that would one day change. And from Peter's last infiltrating, he would choose NYPD over Stark Enterprises/Avengers Headquarters any day.

"Ah, there's my precious," Spider Man muttered as he exited through the vent and went inside the Files Room. He went towards the 'Recent Criminal Activity' cabinet and began to dig up the recent ones—at least that were known to public anyways.

Once found, Peter began to skim through until he found the report what he was looking for since he saw couple of headlines that grabbed his attention.

 _The Burning Mark…_

 _Illusionary…_

Peter abruptly stopped his skimming and went back to 'Illusionary'. That has got to be the thing he is looking for. It would make sense anyway since after he had encountered with a strange being back at the University. After reading small parts of the report, Peter frowned when he found out just how little this file had. The information only contained 'chasing a ghost' and such. There were no other description at all—nothing. No name of the villain. No hints, no evidence. Nothing except for the burning mark.

Peter groaned, disappointed. He was hoping to have some kind of lead on this new foe. Sure, he could interrogate the imposter Spider Man but he would wonder where that could lead him.

Sighing, Spider Man put the folder back in its proper place before he went to the other cabinet. Maybe he could find some older reports or some unfinished cases. With that thought in mind, Peter went to another filing cabinet that read 'unsolved cases' much to Peter's luck.

 _Aren't they organized? Makes my job much easier as Spider Man._

As Peter went through the older folders, a certain folder caught Peter's attention. This seemed to be different than the rest since there was a large red stamp on the folder, reading:

 _CLOSED_

Why would this one be closed?

Peter opened the folder and like before, he saw reports. This one had very little information which wasn't what Peter had expected. The only thing he was able to read where small description of a family named The Becks and how they had a son who was now orphaned.

Peter furrowed his eyebrows as something felt out of place. If the police were doing this case for a long time, shouldn't they have some other type of information as well?

"It's a rather curious report, isn't it?"

The voice made Peter jump with startle as he quickly hid the folder behind his back and went in a guarded stance.

"Easy," Captain Stacy replied as he raised his hand calmly as though to indicate he wasn't here for a fight.

"Stacy," Spider Man stammered then paused. "What do you mean 'curious'? Haven't you ever solved this case?"

Stacy shook his head. "No, we couldn't. It was one of those cases where it didn't had any lead on them. If a case has no lead then we can't continue. We've been doing it for months and the same result would always come and so we had to quit it. We had to close it."

"But who were the Becks?"

"Becks were a strange family. They had a son but the son's mother died and he was left with an abusive father. But one night, things had changed and the boy ended up being an orphan."

Spider Man threw him a baffled look. "Orphaned? Just like that? How?"

"The police went inside the house to gather some more evidence but all they found was the dead body of the father. The son was nowhere to be discovered. They've asked the neighbors about this family but they had also said the same thing. They haven't' seen the son since the death of his father."

Spider Man tightened his jaw. "This feels like something out of a horror movie."

Captain Stacy chuckled dryly. "Tell me about it. But trust me on this; I've dealt cases that are more ghastly than this one."

Peter winced at the disturbing thought. "So…anything else?"

Stacy made a thoughtful look. "Hmm, months ago there was an attack at the Movie Studio. An unknown figure made its appearance and he seemed to have a grudge with the director and that's all."

"Wait…the movie studio? The one that's abandoned?"

Stacy nodded. "Yeap. That's the one alright."

Peter stared at the report. There were still unanswered questions and there was something about this where Peter didn't liked about it. It was unnerving.

After the small talk, Spider Man realized he had to get going and so with a nod, the web crawler vanished without a trace.

* * *

Spider Man swung through the city until he was finally able to see the Empire State. He latched himself against a building, staring at the view before he resumed swinging until in a breeze, something flew past by Spider Man which he nearly lost his grip.

"What the?"

Eyes narrowed, Peter went back to follow the sudden shadow that appeared out of nowhere.

Peter seemed to be chasing him for what it felt like forever until he got annoyed and released his webs which made the figure stumble upon them, finding itself tumbling towards a corner of an alleyway.

 _Who are you?_

Spider Man caught up to him as he landed on the ground.

"Who are you?" Peter exclaimed.

The figure chuckled as it staggered up though the whole presence actually intimidated Peter.

"Foolish boy," the figure muttered. "You think just because you're wearing a costume, you think you're a hero? Ha!" he spat. "It takes more than a costume to be called a _hero_!"

Spider Man stared at him with a confused look. For a brief moment, it felt as though this guy was talking as if he _knew_ Peter from back to back.

Which was weird, considering the fact that Peter still doesn't himself that well.

"Have we met before?" Peter asked.

The shadow sneered, sending shivers down Peter's spine. "Once long ago."

Spider Man raised an eyebrow, wondering what he meant. He hasn't gotten a clue as to what he meant but one thing's for sure, it's going to bug him.

"What do you mean?" Spider Man asked.

The person threw his head up, laughing. "Gullible but you'll soon find out, Spider Man," the figure emerged out of the shadows which made Peter curled his fists in anger as he stared at his copy. "That some heroes are better than you and that'll be the cold hard fact you'll ever face."

"Shut up!" Peter roared as he prepared to throw a nearby dumpster towards him. He brought the dumpster towards him, lifting it before flinging it towards the imposter.

"You can fight all you like," the figure's voice echoed as Spider Man went inside the smoke. "But you will never be able to defeat the evil that is waiting around the corner…"

"Where are you?!" Peter roared. Oddly enough, as if on cue, the thunder came in and gave a loud boom which threatened that rain will fall. The thunder roared again and this time, heavy rain poured down almost unexpectedly. Peter didn't cared since he was too focused on the man who impersonated him.

"Well, do you want to know the one thing that's different from us?" Peter shouted as he went from wall to wall. "I'm not a coward!"

Spider Man leaped off the wall and with his Spider senses on, he began to avoid the oncoming attack, moving swiftly but as his path coming to an end, Peter got attacked from the side and was rammed painfully against the wall.

"It's cute that you think you can fight this battle but you can't. You're not as strong as you think," the attacker sneered as he held Peter's wrists tightly who struggled against him.

Peter growled. "Get off me!" Peter yelled as he used his feet to push him off roughly so the he was sent flying through the air which made Peter that it was enough to make hiim crash against the bricks but the lookalike landed on his feet when he reached the wall, much to Peter's dismay.

Object after object, Peter realized just how much stronger he is.

"Had enough?" the copy smirked, seeing Peter take heavy breaths.

"No. I was just warming up."

Peter eyed the area around him and realized that was where he actually wanted this fake to be. He just has to execute the plan without being noticed. Peter used his web rush mode but as they were fighting, lightning clashes as thunder rumbled and the rain seemed to be kept pouring.

Now bruised and aching, Peter released his webs to reveal his plan. The webs got attached to the wall and Peter swung himself towards him and he pushed the figure off so that he fell until he made impact on the ground. Thunder boomed as Peter looked down with narrowed eyes.

He took in heavy breaths before he lowered himself down and stared at the fallen figure. Peter let silence settled in until he decided that he should get a move on. He really needed to get back. But as he was turning, his senses suddenly buzzed on and Peter began to avoid by doing a sideway twirl. However, the spin wasn't completed since Spider Man got thrown from mid air and he gasped at the sudden pain.

"You think I don't _know_ about your Spider senses? I'm not a fool, Spider Man!" the wannabe snarled.

Peter screamed as he felt the bolts of electricity zapping his body and he struggled to this person off him.

"You're a fool, web crawler and you'll _fall_!"

Like that, the shadow let go of Peter which made him collapse to the ground; his vision going in and out as he stared at the figure who vanished from sight.

 **Author's Note:** The thing I like about this chapter is that it foreshadows the final battle ^^ because foreshadowing is cool heehee but this new foe is persistent. And yes, Peter can fight better but when you're oblivious, you tend to lose your sense about what is happening and therefore, it makes you vulnerable. That's another foreshadowing *hint hint* also, I'll provide a full explanation when Mysterio mentioned 'Once long ago' just not now. What happens next? Find out! Toodles!


	7. Mayhem

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 7: Mayhem

Peter grunted as he staggered. Due to the rain, he decided to take the lower route. So needless to say, he had been getting odd looks from people since he was on ground. He finally reached his dorm but as if on cue, the door suddenly opened only to reveal a furious Ned who glared daggers at him.

Peter gave him a sheepish look.

"Um…hi?" he stuttered.

"HI?!" Ned raged. "When I came in here, the room was empty! No notes, no text messages! I called you at least THREE TIMES! Did you answer? No. And then, when you appear, all you can say is _hi_!"

Peter rolled his eyes. "You're exaggerating and please, not now."

"I'M EXAGGERATING!? PE—SPIDER MAN, look at your phone!" Ned shouted but he caught himself since he nearly used his real name.

Peter sighed. "Alright. I'm sorry. I just went out for some patrolling."

"Uh huh and apparently, 'patrolling' leaves you torn and bruised. Nice excuse."

Peter glared. "I _was_ then got attacked."

"From who? A flying birdman?"

Spider Man sneered. "Honestly, you remind me of Tony Stark and I don't need another one."

"Well, that's a good thing. It gives you someone to have you be in check," Ned muttered.

"Seriously, I'm not in the mood for this!" Peter said angrily. "I'm wet and bruised and just get out of my way!"

Ned glared at him as he seethed, gritting his teeth. "I wonder why you're all bruised," Ned replied sarcastically.

Peter pinched at the bridge of his nose. "Look: you don't know what I'm doing out there."

"Out there where you're risking your life just to save the city? The world? From evil that keeps on threatening? Uh, yeah. I pretty much _know_ what you're doing. Honestly Peter, I'm just worried for you. Almost every time, you come out of a battle, injured. Why can't you see that I'm just worried about you? I really think you should let Tony Stark into this."

Peter narrowed his eyes. "Can't you see that this is _my_ battle? Not his. Not yours. _Mine_. I won't sleep until the city sleeps. I won't rest until there's no more need for Spider Man."

"Why can't you see that we're only trying to help you? Think of Aunt May."

" _Don't_ ," Peter replied sharply. "Bring her into this. She doesn't know that I'm doing this and I plan it to keep it that way. And just stay out of my way."

Ned narrowed his eyes. " _Fine_. But if you die, don't blame me! Don't blame me because of your recklessness and your stupidity and the fact that you neglected to reach out for help when it was given."

And like that, there was a sudden flash which grabbed their attention and they turned to the side to see two people.

"Smile!" a happy voice said.

"Michelle?" Ned asked blankly. "Wh…what are you doing?"

"Taking pictures, of course," Michelle answered. "It's for my latest project. Oh and this is Harry Osborn, my partner."

The two boys turned to the right side of Michelle and saw a boy who looked taller than her and he had brown hair with blue eyes. In some ways, he looked charming.

"Hi, I'm Harry and you are?"

The two boys stared at him like a fish out of water before Ned cleared his throat.

"Uh, I'm Ned…" Ned stuttered, eyes still wide.

Peter snorted. "And I'm Spider Man."

Harry gave a small amused smile. "Yes, I can see that."

"Now, do you mind if you go next to Ned, Pet—Man, Spider Man?" Michelle laughed nervously at the slip up. "As I said before, it's for my latest project and it would be totally cool if I could take a picture of you."

Spider Man narrowed his eyes. "In a word, _no_."

And he went towards the door, opening it before he slammed it closed which made Ned winced but that made Michelle stared at the door before she looked at Ned with a questioned look though he only shook his head as if to say 'not now.'

Harry merely stared at them with an awkward look.

"So uhm…I think I'll find an uhm suitable surrounding for our pictures," Harry cleared his throat which made Michelle nod.

"Y—yeah…"

Once out of sight, Ned sighed. "It's a long story."

Needless to say, Peter wasn't talking to Ned since he kept hanging out with Michelle whenever he could, despite the fact they had different courses. Michelle sighed as she saw Peter sulking throughout the week. He really needs his best friend and she, of course, was trying to fill in Ned's shoes.

"Pete, I really think you should talk to Ned," Michelle urged him. In truth, she _wanted_ for Peter to have his friendship back with Ned.

"Why?" Peter muttered miserably. "I'm not the bad guy here."

"Are you sure?" Michelle asked. "Just ask yourself."

Peter scowled. "Anyways, what happened to Barry?"

Michelle frowned. "You mean Harry? Nothing happened to him. He's doing the other half of our project. Why?"

"Just asking."

She sighed. "Anyways, I need to get going. You take care alright?"

Peter nodded. "Yeah sure."

It was more of harder for Peter since the two of them shared the dorm so naturally, things got a little awkward as they were both in silence, minding their own business. However, Ned sometimes hangs out with another person with him—he wasn't exactly friends with him. He was more along the lines of being an acquaintance to him.

But, the next day, however, Peter wasn't expecting this at all. It wasn't the fact that Peter had loads of homework that was given by the professors and it took his time, not allowing him to become Spider Man overnight since most of the nights, Peter was spending the nights doing his homework in attempt to finish them. But when he did have the chance to be Spider Man, he was doing it late in the night which ended up having him be extremely tired the next day.

When classes came, Peter barely kept his eyes opened as he listened to Professor Ballinger (the Chemistry Professor).

"During this experiment, you'll be studying the reactions of some elements which is why it's important to keep an eye on the burner so that there won't be any major injuries in the class. Now then. Begin."

It was even harder for Peter but he managed to pull through until the last minute. He turned on the burner at the given temperature and waited for a reaction but the more he stared at it, Peter began to doze off until he fell asleep.

"…and that is why we should always be aware of what is happening in our surroundings," a voice said but Peter couldn't make it out as to who it was. "Isn't it that right… _Parker_!?" the Professor barked which made Peter jump with startle, being wide awake.

"Y—yes sir!" Peter gasped.

Ballinger twitched as he hardened his gaze at him. "What have I told you about the burner?"

Peter cowered a little. "U—uhm, keep an eye on it?" he laughed nervously.

"Exactly. And did you do it?"

"Er, no."

The class sniggered at the scene.

"You have failed this experiment which as a result costs you marks," the professor replied unsympathetically.

Peter groaned. But, that wasn't the part where it threw Peter off. While school got crazy for Peter, the world seemed to have opened up. There had been numerous cases that were left for Spider Man but every time, Peter was ready to go, the other web crawler takes the opportunity to be the hero.

But that's not all that captured Peter's attention. Apparently, someone actually created a club called 'Spider Man club' which made Peter gape at the notice on the nearby bulletin board.

"Spider Man club?" Peter wondered stunned.

"Go figure that one out. Someone actually created one?"

"I have a hunch as to who it is," Peter replied as he knew that it was Michelle. "Let's just hope that I'm wrong."

A buzz came, having Peter dig out in his pockets to pull out his phone. Much to his surprise, it was Tony.

"Er…I'll meet you soon."

Michelle nodded as Peter began to leave, questioning why Tony would contact him. It must be important.

* * *

Luckily, Tony just _happened_ to be at the Avengers Headquarters. Someone has been flying around.

"So…" Tony began once Spider Man entered in. "How's everything going? How about your friends? Ned?"

"Good," Peter answered awkwardly. "Ned's uhm doing fine. What are you doing here? I thought you're at the Stark Enterprises."

Tony noticed the change of subject but he shrugged it off. "Well, I guess you can say that certain things have gotten my attention like that new villain who decided to become you."

Peter slightly winced.

"I must say that he's persistent but I must say that I was surprised you haven't told me anything about it."

"Uhm…I—I was busy with school," Peter stuttered. "Besides, it's not like you haven't found anything about him," he muttered which made Tony twitch a smile. "So, how are we going to stop him? I don't want him posing as Spider Man anymore. That's _my_ job."

"Yes because I totally see that you're being active."

Peter glared. "As I said before, I was busy with school. If I didn't, I would be there, kicking ass and taking this wannabe down."

Tony smirked at Peter's fury. But don't worry. I already have a plan but adjustments needs to be made to it. I'll keep you updated."

Peter nodded. "Anything else?"

Tony made a thoughtful look. "We believe we may have a lead as to who this foe is but nothing's confirmed," Tony pressed a button and the image of the enemy showed up though it only showed a shadow of the figure including the burning mark. "Although one name did showed up on the list," another image appeared. "Quentin Beck, the son of Elmore. Orphaned at a young age."

 _At least we're on the same page,_ Spider Man thought as he had a flash back to when he infiltrated NYPD only to be caught by Captain Stacy.

He should really be stealthier when it comes to investigating reports.

"If that's all, I suppose I should be heading out," Peter replied, having Tony give out a nod.

"Right. You be careful, alright? These dark times and I need you to be sharp and on your guard."

"I've got it. Don't worry."

Once Peter left the building, he began his way back to his dorm. That was, until, the sounds of the sirens grabbed his attention and he went to the opposite direction.

 _I swear this city is going to hell._

Peter swung over the city until he reached his destination but just as he did, loud explosions came which made the people who were nearby scream from the sudden blast.

"What's happening?" Spider Man cried out. He landed roughly on a rooftop that was across from the broken store. Eyes narrowed, Spider Man flew into the smashed shop and he stepped over the fragments of woods to investigate the scene. As he did, he widened his eyes, wincing at the horrid sight. It looked grotesquely since half of the body part was barely hanging on and the face was deranged with burnt face. But the strange thing was that, this person should've been destroyed completely in the blast but something prevented him from being so.

Peter cringed as he lifted the strings out of his mouth and he took all his strength to not throw up.

 _Eww…_

"Freeze!" a voice shouted which made Spider Man turn, seeing a police officer who held a gun.

"Wait, I didn't—"

"Sure, you didn't," he sneered. However, this officer strangely reminded Peter of Watson. If Watson was still alive, he would be gloating at how he finally captured Spider Man.

Spider Man narrowed his eyes. "I didn't do this. You, of all people, should know that I _save_ people. Not kill them. In case you haven't read the news, there's another person who is just like _me_. I'm pretty sure he's the one who did this and he _wanted_ to frame me."

The officer snorted. "Yeah sure. It's funny because the other Spider Man _saves_ people."

Peter seethed, digging his nails deeper into his palms. "I don't have time for this. I know that I didn't do this and it's not my fault that you're too thick to understand what's going on."

The sound of a click was heard and Peter slightly glanced at the side to see that another gun was pointed at the back of his head, having him sigh. He honestly doesn't have time for this.

"How thick could you guys get? For the last time, I didn't do this."

"Oh yeah? Then explain to me how you came here at the right time?"

"I heard an explosion which led me here _which_ led me to this person," Peter said frustrated but then he realized that Officer Lane was right. He came here just as the explosion went off, _investigating_ the dead body and to the officers, it seemed as though Spider Man had actually planned this crime.

Seeing Spider Man being frozen up, it made Lane sneer.

"What's wrong? Speechless?"

Peter made a thoughtful look. "Yeah, I am actually. I'm speechless at the fact how some cops can be so stupid. It's a shame really. You're practically insulting what they stand of," he grinned.

"Why, you son of a—"

"Ahahaha, language. Now, if you're done here, I need to get going or otherwise I'm going to get a detention," Peter groaned as he realized that was probably the truth. Of course, having a detention was nothing new to him since he kept getting it in high school because of Flash.

It's amazing how things quickly catch up to him.

"If you don't mind, I'll be taking my leave," Spider Man replied but before he left, he spoke. "Oh when I go upwards, do me a favor and _don't_ press the trigger, will you? It'll be a _tragic_ if two cops are dead."

With that, Peter released his webs and he flew out of sight which aroused exclaims from the police.

"Stop him!"

The guns got fired, releasing bullets which Peter dodged them as he took his exit.

Lane got out of the store and growled.

"Damn it!"

 **Author's Note: ** Peter being cocky at his finest XD because who doesn't love a cocky Peter? Now real shit is going to happen. And maybe Peter should've realized to _not_ go inside the dorm with Harry around...What happens next? Find out! Toodles!


	8. Laying Low

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 8: Laying Low

It has been a week since Peter last talked to Ned which made it even harder for Peter. Michelle kept urging him to talk to him so that they can sort it out. However, due to the problem that was going on, it made Peter be in a lot of thought, thinking about Spider Man… _his_ Spider Man.

In all honesty, Peter hoped that he at least would still have Captain Stacy at his side.

Due to him being lost in thoughts, Peter accidentally bumped himself into something which made his books fall down.

"Sorry," Peter muttered as he looked up only to freeze in his spot. Ned and Peter stared at one another, completely having Peter forget about his books and there was an awkward silence.

However, upon seeing him, Ned hardened his glare.

"Congratulations, Parker. You're a criminal."

Peter glared at him. "I didn't do it."

"I _know_."

They stared at one another.

"You're a right foul git, you know that?" Peter snapped irritably.

"Yeah I know that. Anything else you want to tell me?"

"Yeah. Just stay away from me."

" _Fine_."

With that, Peter roughly shoved Ned out of the way as he stormed off.

* * *

Captain Stacy frowned at the crime pictures. It just…doesn't seem right. There was no _way_ he would've done it. It has got to be someone else. The original Spider Man wouldn't suddenly change; it would go everything against what he stood for.

"And this is what happened?" Stacy asked.

"Yeap. Found the web crawler in the act. Knew he wasn't good," Lane muttered.

Stacy tightened his jaw. No. He won't believe it.

" _No_ ," Stacy said firmly which made Lane be surprised.

"Sorry?"

"I'm not going to believe that Spider Man— _our_ Spider Man—had suddenly changed just like that. No. There must be another reason."

"But this is the _proof_!" Lane argued.

"The proof what you _want_ to see! Find the real reason behind this! And don't come to me when that evidence has been found!" Stacy exclaimed.

Lane sighed, muttering. "Yes sir."

* * *

Peter miserably threw the Bugle newspaper away. There were multiple headlines stating: _Spider Man—A criminal?_ or _Queens welcomes the real hero_ and so on.

 _So unfair_ , Peter muttered in thought. How was he supposed to get the bad guy if everyone turned on him? He paused. He still got Tony who of course saw the danger already and is already taking actions.

Peter would be to if he wasn't so busy with school and homework _and,_ trying to make a plan but that wasn't happening.

Of course, the school was whispering about the recent event too which made it harder for Peter as Spider Man regain their trust back.

All in all, this year turned out to be a very terrible year for Peter which made Peter be miserable and bitter.

Sure he has Michelle still but she has that Barry guy. Or was it Harry?

Either way, Peter couldn't care less. Or at least he thought.

And maybe the worst part was that he was looking forward to this year. Sighing, Peter walked down the corridors with a sullen face. Why was everything hard for him?

He just hoped that in the end, everything will go back to normal.

Peter opened the door of his dorm, allowing himself to drop the bag on the ground and plopped himself on the bed, being deep in thought. He felt himself going to sleep but the sound from TV was heard which gained his attention as he just now noticed that Ned was in the room.

Glaring slightly, Peter tore his gaze away from Ned and stared at the TV.

" _The police are still baffled by the recent crime Spider Man had made. They had found him in the scene of crime, being above from a burnt body whose mouth was filled with webs—"_

"Do you mind shutting off the TV or muting it?" Peter asked.

Ned simply gave him a look before he shrugged him off. "No."

Peter glared. "Prick," he muttered before having an idea coming to him which made him give a sly smile. Grinning, Peter extended his hand out so that webs were shot out and it grabbed the remote, having Peter yanking it back to him.

"Hey!" Ned cried out.

"You were warned," Peter smirked as he muted it. "Take it a look at this way: you can stare at the pictures all you like."

Ned quirked an eyebrow, glaring. "Jerk."

Peter chuckled quietly as he stuffed the remote underneath his blankets and curled into a ball. Peter softened his expression as he buried his face further in his blankets.

 _I'm sorry, Ned_.

When Peter had time, he would swing himself to the Avengers Headquarters in hopes he could see Tony but much to his disappointed, he wasn't there. Sighing, Peter roamed around the halls with nothing to do. Since he got here, he might as well use this chance to explore the Headquarters and maybe to find out more if Tony discovered anything new.

But either way, Peter found himself to the room where he always meets Tony.

 _At times like this, why isn't Tony here? Hey, what's this?_

Peter narrowed his eyes at the slightly scattered papers that were on the table and he brushed them aside a little so that he was able to see them properly. He gaped at the old articles, eyes wide as he skimmed them over.

 _YOUNG BOY ORPHANED_

At the article, there was an image below the headlines that grabbed Peter's interest but something about it send shivers down his spine. The boy held an emotionless expression and there was an aura of coldness around him which unnerved Peter. His eyes went to the side to see another article that had the headline reading:

 _FATHER OF THE SON DEAD_

 _It has been stated that Elmore Beck had been announced dead in the morning. The police reported that the man had been stabbed but no one seems to know why he had been murdered. The son, Quentin Beck, is still emotionally unstable to tell what had happened which leaves the police questioning the neighbors who knows about the Becks…_

Peter furrowed his eyebrows as he reread the small bit of the article even though the story continued on page 12. But something doesn't make sense. Even if the police doesn't know who murdered the father, that piece of mystery would always tie back. The murderer would almost always get caught.

It looked as though this killer was covering up his tracks real good. Disturbed, Peter placed the article down and almost abruptly, Peter began to turn away from the table as he briskly walked towards the door.

Something about this mystery isn't right.

As Peter exited, a small article fell out of the table, floating down to the ground which made the headline be visible.

 _SPIDER MAN STOPPED MYSTERIO_

* * *

The villain made an appearance, almost as though he came out of nowhere. He sneered upon seeing the view which made him snort

This is what the original Spider Man cared about? Pathetic. It doesn't seem to be worth anything so why does he bother protecting this city?

Sighing, the enemy looked around as his eyes landed upon the massive University building. He smirked as he teleported himself away and appeared back again from above, peering down.

His eyes then landed upon a person who was walking down the path which made him grin cruelly. He was alone and that made him vulnerable.

Ned scowled as he kicked a nearby pebble. Peter thinks that he's all _that_. Ha. He's only a human. His stupidity and recklessness will get him killed but why should he care? Peter certainly doesn't.

Ned sighed bitterly. He _knows_ why and no matter what he does, he can't let it go.

 _Damn you, Peter._

Since he was deep in thought, he didn't realize that a shadow appeared behind him though Ned slightly shivered but he shrugged it off.

Probably a small breeze.

"So lonely…so… _vulnerable_."

The cold voice made Ned stop in his tracks and he turned around only to widen his eyes. Ned gaped at him, staring at the newcomer.

"You know, you really shouldn't be walking alone. Someone just might _pop up_ and hurt you."

Unable to do anything, Ned braced himself for an impact.

* * *

Peter narrowed his eyes as he stared below at the streets with a deep thinking look. Tony knows something and it doesn't take a shrink to have Peter know that Tony probably wouldn't tell him.

Perhaps he should take a look at the abandoned movie studio to see if there were evidence. Maybe that would answer all the questions he had.

With that in mind, Spider Man was about to leap off the edge until a static voice appeared, having him be aware.

 _What's going on?_

" _Citizens of Manhattan_ … _this will be your only warning…"_

 **Author's Note: ** Ooo Peter definitely wouldn't like this…but what is Tony hiding? He likes to hide stuff doesn't he? And before I forget, HAPPY BIRTHDAY TO MY LITTLE BUNGORF, TOM HOLLAND! HOPE YOU HAD AN AMAZING BIRTHDAY! CHEERS! Toodles!


	9. Threats

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 9: Threats

" _Citizens of Manhattan…this is your only warning,"_ a static voice announced.

Peter straightened himself as he glared at the holographic screen.

" _Don't put your trust in someone who doesn't know what they're doing. Manhattan, you have a new hero. Forget the old one. He's nothing. He's a criminal. You can put your trust in me…Now, if Spider Man really is a saviour of your small city, then he would have no problem rescuing the boy in time…"_

Peter narrowed his eyes as the screen showed a boy up at a high building though it made him be confused as to who it was but he squinted his eyes only to widen his eyes.

"Ned!" he cried out and in an instant, he jumped off the ledge.

He was going over there. He was going back to earn the people's trust. Threatening tears brimmed at the corner of his eyes.

 _I'm coming._

* * *

The rival looked down below, already seeing a crowd forming.

"He'll come," Ned replied as he glared. "And when he does, he'll stop you."

The foe turned around to stare at Ned and sneered. "I'm counting on it."

The police force came a second later, all of them getting out of their cars as they pointed their weapons upwards.

"On my mark—"

" _No_. Cease fire. You shoot, the boy dies," Stacy growled.

"Spider Man spotted!" one of the cops shouted.

Normally, the crowd would cheer upon seeing their hero but things were different now and they were now unsure if they should be glad or not.

"Hold fire," Stacy commanded. "Only shoot when Spider Man gives the signal."

"Which is?" Lane asked, raising an eyebrow.

Stacy smirked. "You'll see."

"Let him _go_ ," a deathly voice snarled.

The enemy paused as he turned his head to the side, giving a small cold smile.

"I was expecting you, you know," the fiend turned around and saw Spider Man in his fighting stance. Upon seeing him, it made him chuckle. "You know what the crowd shows when they see you? Fear. You're not a hero anymore. Everyone will see you as a failure," he hissed as he circled around Spider Man who clenched his fists tightly. The rival walked back to Ned.

"You want to know who will fall? It'll be you. You're full of bitter and rage. That'll be your own downfall," Spider Man responded.

The figure let out a cold laugh though he placed his hands on Ned. "Your words don't scare me. If you are a hero, then you would be able to save your own friend, wouldn't you? And when you're at your vulnerable, I'll pick them off, one by one..." as he said that, he let go his fingers one at a time and Ned felt himself falling while the fiend walked away from the spot.

Peter widened his eyes as he ran for it.

"Ned!" he shouted, lunging forward and just in time, he grabbed Ned's wrist so that he was now dangling.

However, the villain walked towards him and unexpectedly, he stomped his foot on Spider Man's free arm which made him yell out from pain. The brute lowered himself down and twisted his arm, hearing a sickening crack which made him whimper.

Smiling cruelly, the foe went towards his ear.

"You'll know me as Mysterio. Spider Man," he hissed before with brute strength, he forcibly tore off one of his web shooters and crushed it with his bare hand.

He still had the cold smile while Peter heaved with pain and he slightly glanced down. When he did, for a brief moment, he got distracted.

 _Wait...is that...Michelle...and Harry?_

Since he got distracted, there was another blow of pain that coursed through his body, forcing him to let go of Ned.

"Ned!"

Angered, Peter turned around just in time to deflect another blow before he used his good arm to punch at his face and send a kick with both of his feet.

However, as Peter began to attack again, Mysterio grabbed his good arm, crushing it though that also broke the web shooter under the pressure.

Peter growled, realizing that he only had a less than a minute to save Ned.

"Now what are you going to do? You don't have powers," Mysterio sneered.

Snarling, Peter performed a sideway twirl that kicked Mysterio out of the way. Due to having a powerful kick, it was enough to create a small crack across the helmet but it wasn't enough to actually break it. After the kick, he quickly made a small run towards the edge, diving off it. This made Mysterio widened his eyes with shock, watching the web crawler.

"Shoot now!" came the police's voice.

Bullets were fired at the enemy though he narrowed his eyes before vanishing out of sight.

Peter tightened his jaw, feeling the threatening tears that were falling behind the mask.

"NED!"

Finally, Peter managed to grab Ned as he wrapped his arms around Ned's waist and he turned himself around so that he could get the impact.

They crashed through another rooftop, sending fragments of glass with them. Peter shut his eyes, bracing for the impact which came in a split second.

Peter let out a sharp gasp, having his eyes water as the wind was knocked out of his lungs.

 _Damn_ , Peter muttered in thought.

"Pete? Peter?!" Ned cried out, quickly untangling himself from Peter's grasp. He feared the worst.

"Give me a second, Ned," Peter groaned which made Ned sigh with relief.

"Damn; that scared the crap out of me."

Peter chuckled weakly as he pulled himself up. The two sat in silence before Ned spoke.

"You would have to be barking mad to do the stuff what you're doing."

Peter gave a dry chuckle. "Well I'm already passed that."

"Y-yeah..."

Ned looked down only to be crestfallen.

"I'm sorry," he muttered.

Peter blinked, slightly being startled. "Sorry for what? I was just being a thick head as usual..."

"But you can't web swing anymore..." he muttered gloomily.

Peter faltered a small smile. "Don't worry about it. We have a Mechanics Department here, right? I'll whip something up. Just don't tell Tony. I think he's gonna ban me from getting gadgets."

Ned grinned a little before it died down.

"So uhm...friends?"

Peter smirked. "Friends," he grinned.

* * *

Mysterio stared absent mindedly as he replayed the scene from before. Flashbacks of Spider Man as he went down to save his friend came into his mind. Even if he had no way of saving him, Spider Man went and rescued him, despite the fact that he may be severely injured.

He furrowed his eyebrows in confusion.

How can someone perform a selfless act? Why _does_ he care so much about those pathetic people?

Mysterio placed his hand over the cracked helmet which he bared his teeth, letting out a snarl.

He would get that Spider and he will be avenged.

 **Author's Note:** I'M DEFYING GRAVITY! I'M FLYING HIGH AND I'M DEFYING GRAVITY—wait, wrong universe XD so it takes something reckless and dangerous for them to be friends again...okay. But oohhh, what is Mysterio planning? Find out! Toodles!


	10. Encompassing the Spider

Chapter 10: Encompassing the Spider

 _Dear Aunt May,_

 _How are you? I hope you're holding up well._

 _Since I got here_ , _things got pretty crazy..._

Peter scribbled the sentence but ended up crunching the paper into a ball as he threw it away, irritably.

"Love letters?" Ned grinned silly.

Peter glared. "No. How the hell does one write to his Aunt? It's like impossible. This is more of girls' stuff."

Ned smirked. "Well there's Michelle."

Peter snorted, scowling. "She's too busy with Harry. 'Oh I'm taking pictures with my partner,'" he mimicked.

Ned sniggered. "She would kill you if she found out that you mocked her. But seriously, go and ask her. She should be in her dorm."

Peter stared at him, flabbergasted. "How the hell do you know that? Are you telling me something I don't know?" he demanded.

Ned gaped. "For Pete's sake, Peter! Nothing of that sort!" he cried out. "Go and ask!"

Peter giggled, giving a small smirk.

"But I don't want to encounter that girl, whatever her name is," Peter moaned.

" _Go!"_

Peter sighed as he got up, sulking but as he reached for the doorknob, Ned spoke. "Oh don't expect me to come."

Right there, Peter halted in his tracks and turned around, giving a small sly smile.

"What?" Ned asked blankly.

A second later, Peter found himself opening the door as he looked left and right before acknowledging that the coast was clear. He winced though as something kicked him from behind, giving out a muffled yell.

"This is treason! Illegal!"

"Shush Ned. And what the hell did you eat this morning? A horse?" Peter grunted as he adjusted the blanket that he was carrying on his shoulder and in it contained Ned.

"Hilarious."

Peter knocked on the door and waited for an answer. After a second, the door got opened which revealed Michelle, much to Peter's relief.

"Peter," Michelle blinked with surprise before she peered over his shoulder with a stunned look.

"Do you mind if we come in?"

"But—"

"Nevermind the rules," Peter replied as he went inside anyway. Once in, Peter dropped the heavy cover so that it revealed Ned, having Michelle stare at them.

"Ned?"

"Ask him," Ned glared. "That was illegal! By standing the law! I could've suffocated!"

"Get over it," Peter snapped.

"Er I'm not gonna bothering asking but why do you need me?"

"Well uhm..." Peter shifted in his spot.

"He wants to write a letter but can't do it even if his life depended on it," Ned responded gleefully.

"Say it again and I'll feed you to the Spiders," Peter threatened which made Ned give an uneasy look.

Michelle smirked. "So who are we writing to? Lost love?"

"No."

"You're forgetting that girls run away from him," Ned added.

"Will you shut up?" Peter muttered angrily. "And _no_ it's not lost love. It's to my Aunt..."

"Awww isn't that cute," Michelle cooed.

Peter sighed. He honestly felt defeated though Michelle looked at Ned with a soften look.

"How are you holding up?" she asked quietly.

Ned nodded. "Alright. Could've been worse," he gave a small glance to Peter.

"By the way, Peter, when you were jumping off the building, why didn't you use your webs?"

"Um..." Peter winced. "My web shooters got destroyed, heh..." he laughed nervously as he showed his bare hands.

Michelle stared at him. "How-"

"Long story. But uhm, can you show me how to write letters?"

Michelle rolled her eyes. "Yeah sure."

* * *

Peter's arm gradually healed over the past week and he was able to use his arm without being troubled. Though, he sulked as his Spider activities got less active due to not having web shooters. They were currently at the study hall and Ned rolled his eyes at his friend who slumped back, reading the newspaper.

"Man, that's supposed to be me!" Peter sulked, glaring at the story.

"Didn't I told you not to read Daily Bugle? Jameson is out for Spider Man and his failure so he isn't exactly the best motivator."

Peter snorted, throwing away the paper. "Tell me about it," but as the paper slid back a little, it ruffled its pages though one of the pages got Peter's eye.

Before he could read it, a voice spoke which made Peter clench his fists as he knew who it was.

" _Manhattan favors the new Spider Man._ Ouch, looks like the original Spider is losing his touch."

"Flash," Peter growled.

Flash smirked. "Nice to see you," he drawled.

Peter glared at him. "We were never friends or acquaintances to begin with so you can buzz off."

"Aww not feeling a little upset are we?" Flash taunted though his tone gave out a hint.

Peter quirked an eyebrow. "I'm warning you," he muttered before an idea came. "So...how's the Spider Man club going? Surely, there's not that many people in it due to the original Spider Man's actions," Peter drawled.

Flash scowled. "I'll have you know it's going quite well," he huffed before walking away.

Peter chuckled evilly. "He's bluffing."

Ned shook his head before he paused. "Um...what happened back there? It sounded as though Flash knew who you really are."

Peter cringed. "He may or may not found out my identity...hehehe..."

Ned gaped.

"But he didn't tell anyone! Which is surprising...but um, yeah. It's still safe."

Ned sighed. "You're lucky Flash has so much respect for Spider Man..."

* * *

Peter roamed around the halls, looking for the Department he needed. Since he had nothing to do, he may as well start remaking his web shooters or otherwise Tony will become suspicious.

And Ned agreed to help him out.

"Hey, I think that's the one," Ned whispered.

Peter took a step back and read the label.

"Yeah it is..." he spoke quietly.

Peter looked right and left before his hand held the door knob.

"Er...you think it's open?" Peter asked.

Ned shrugged. "Should be. I mean, there's bound to be at least some people who decided to stay after class to finish their work."

Peter nodded. "Right."

Much to his luck, the door opened to reveal a few students.

"Welp then...what do you know?" Peter said, staring at the room.

"I was right, wasn't I?" Ned boasted. He started to walk in until he stopped. "Er...what exactly are we looking for?"

"No idea."

"...do you even know how to make it?"

"Nope."

It took a while but the two were nearly caught but sighed with relieved when the Professor brought their excuse. However, Peter wasn't quite sure that he actually did.

"Well, it's done," Peter let out a breath.

"Damn. Can't believe you actually build it," Ned stared at the dark blue metal.

"Yeah. Well it's done now...er almost."

"You're just missing the webs."

Peter nodded. "Well I know someone who has an equation..."

Ned gave him a strange look. "Who?"

Peter smiled as he grabbed the gadgets.

"Dr. Connors,"

"But he's too far away. By bus at least. You don't have that much time. Can't you think of another way?"

"I can't, Ned. I'm just a student. I don't know where to begin."

"But you built your web shooters just now. I don't think I ever saw people making them like you did. It doesn't hurt to try. If you make a mistake, you can redo it."

Peter bit his lip. "Alright. I'll...I'll do it."

"There ya go!" Ned exclaimed cheerfully. "Besides you're taking chemistry, right? So that should help you a bit."

"Right..."

But Peter still had his doubts. If he can't keep an eye on a simple burner, what makes him think he can built the web formula?

Somehow getting Connors' work doesn't seem that bad.

* * *

 _Peter,_

 _I'm so happy that you're enjoying University. It sounds as though things are going great and that's good._

 _Nothing much is happening here. It's been rather quiet here though Tony's been a great man. He often visits whenever he could._

 _Hope to see you soon._

 _Love,_

 _Aunt May._

Peter sighed as he wrapped the letter, putting it back to its proper place.

He hated lying to her about what he's actually doing but its best if she doesn't know.

On the other hand, at least his letter didn't sound corny. Smiling bitterly, Peter stared at the web shooters with a defeated look. He hasn't even started working on them. Sometimes, people expect too much from him as Spider Man.

Peter got off the bed and sat on the chair where his laptop was and began doing some research, taking some notes along the way from whatever he could find. When he got some of an idea, he ripped a piece of paper from his notebook and began to write down some basic equations before doing some complicated equations but when he got to that part, he gave out a frustrated sigh, crunching the paper into a ball and throwing it out.

 _No, that doesn't seem right._

Over the couple of days, Peter spend nothing other than making his own formula and going to classes though he paid much attention to Chemistry.

"…and remember, it is very important to balance the equation or otherwise, you'll find yourself in a very messy spot and would have to start all over again. Always go from the simplest formula so that way, you would be able to expand the equation into much more complicated," the professor spoke as he circled the final answer.

"Oh! And always know where to start," Ballinger reminded them. "Right then. Begin."

Almost every day after his classes, Peter spend the remaining day in the dorm, writing up the formula though, one evening, Peter let out an exclaim of frustration, throwing another paper ball that seemed to be an umpteenth time.

"I give up! I quit! This isn't supposed to be rocket science!" Peter exclaimed, irritably though the loud scream of frustration made Ned jump with startle.

"Er…just relax and go from the beginning," Ned responded.

Peter glared. "What do you _think_ I have been for the past week!? No matter what I do, things seemed to be out of balance. It's as though I'm missing something—I just don't know what it is!"

A knock came which made Peter yell out.

"Go away."

"It's me, you prick."

Peter threw a sharp look to Ned who paused in his tracks.

"Don't you dare."

Smiling evilly, Ned waltzed towards the door and opened it. "Come in, my dear."

Michelle gave him a strange look. "You're so weird," she muttered as she pushed him out of the way.

"Hey!"

A loud slam made Peter jump with startle as he stared at the amount of books that was on the table.

"A bit of privacy, if you mind," Peter muttered, slightly shifting his stuff so that there was room.

"What are you doing here anyway?" Ned asked.

"It's my damn roommate. Apparently, her boyfriend broken up with her and now, she's in there, weeping and sobbing nonstop. Given me a headache and I can't _take_ it anymore!" she exclaimed.

"So you decided to hang out with us. How kind," Peter drawled.

Michelle glared. "That didn't stop you prickheads from coming into _my_ dorm."

"And you left her to her misfortune…that's…that's cold," Ned replied.

"By all means, you can go ahead and comfort her," Michelle sneered.

"I'll pass."

"Now, anyways, if you don't mind, I'm going to bunk with you two until Miss Drama Queen shuts herself up. You don't mind, do you?" Michelle muffled.

"Ever heard three's a crowd?" Peter remarked, withdrawing his attention from the paper though he paused, staring at Michelle with an open mouth.

The boys stare at her as Michelle grabbed another shirt, pulling it down and once she did, she looked back at the boys.

"What?"

"Uh…"

Realizing what made them get stunned, Michelle rolled her eyes. "Oh for Pete's sake…we're all human."

Ned gave a glance at Peter. "Mostly."

"Hilarious."

Michelle shook her head though she heard a crunch and looked down, just now realizing that paper were littering the floor.

"Did we had sudden paper fights?" she asked as she began to pick one up. She unfurled the paper and stared at it with a raised eyebrow. She looked at Peter with a questionable look.

"Uhm…it's for a project…" Peter replied cautiously though Michelle didn't bought it since she gave him a look, making him sigh. "Fine," he groaned. "I'm making my own webs since I can't shoot anymore."

Michelle stared at him with a stunned look. "How on Earth are you going to do that?"

Peter shrugged, kicking the paper that was on the ground. "I don't know. It's been two weeks and nothing's coming up."

Michelle placed on a thoughtful look. "Well, I know a certain someone who could help out—"

"Dr. Connors, I know."

"So you know that he's here?"

Peter whipped his head, staring back at Michelle. "What do you mean he's here? I thought he's at the OsCorp or wherever."

Michelle nodded. "Yeah; he's here. He sometimes teaches Biochemistry whenever the original Professor isn't available. He only teaches in the afternoon. You should visit him."

The idea of visiting him doesn't sound that bad at all and maybe it could help him out before he completely loses his sanity.

Whenever Peter doesn't have classes or he has study hall, he would visit Dr. Connors during his spare time. Peter reached his destination and opened the door, knocking on it. To his delight, he saw Dr. Connors muttering as he appeared to be reading something off the paper.

"Dr. Connors?" Peter called out.

This made Connors stop what he was doing and blinked with surprise; a grin on his lips came.

"Peter! How are you doing? I haven't seen you in a while," Connors said as he went towards him and grabbed his hand, shaking it.

Peter smiled. "Likewise. I didn't know you teach here."

"Well, I don't really teach. I'm more of a part-time here; I'm just helping out Warren who has told me a lot about you," he grinned.

"Good things, I hope," Peter said cautiously though whenever Warren is concerned, Peter can be sure that he won't receive any good news from Warren.

Connors chuckled. "Now then. Any reason as to why you had dropped here or did you came by just to see your old friend?"

"A little bit of both though I do have something to ask you. It's more along the lines of making your own equations."

"Ah, so I've heard. It's been troubling with most students here," Connors said. "How's yours coming along?"

"A little rough but I think I got the general idea," Peter said and he shifted in his spot. "But uhm, I do have to ask you something…" he said quietly.

"Go on."

Peter hesitated, debating if this was such a good idea. He trusts Connors but this was a bit sketchy so how can Peter ask something without giving it away that he's Spider Man?

"It's about your work…cross-species…"

That made Connors stop in his tracks, giving Peter a darkened look which made him be uneasy and Connors straightened himself up as he had an idea of what was going on.

"Peter, I believe I know where you're exactly going with this and trust me when I say this that it is not a fun trip. Why on Earth are you suddenly interested in my work? I knew you were before but not as much as now."

Peter winced slightly. This was getting tough already. "It's for something else…Project. I just thought that it would be unique doing something different."

"Well then," Connors spoke as he gave him a slight suspicious look. "Go on. What do you want to ask me?"

"Uhm…what was the formula you had used to create yourself into the Lizard?"

"Peter," Connors spoke in a serious tone. "If you're thinking what I'm thinking, you should not mess things that are not meant to be messed with. Don't ask me again! Away!"

"But—"

"No, buts Peter. It's too dangerous and risky. I want to keep you _human_ , Parker and believe me when I say I'm doing this for your own good. So don't ask me again. Have a good day, Peter."

Peter sighed. Guess that was still a touchy subject for him. As he was walking towards the door, he had another idea but he didn't want to use it. It was only for a last resort. Defeated, Peter walked from the classroom, going back to his dorm.

* * *

Mysterio smirked as he whipped up another plan. This was too easy. He would soon have the public go against Spider Man and everything will fall into his place but there's just one more thing he has to do.

He frowned, glaring at the mirror that showed Spider Man saving that boy. If that boy was really that close to Spider Man—it seemed so anyway—then he was the key to make this plan a success and that would crush Spider Man completely.

Grinning, Mysterio proceeded on with the plan.

 **Author's Note:** Oh dear me…things are getting difficult for Peter but don't worry, things will eventually ease up! Er…kinda but hooray! Flash made an appearance and he has another role to play in this which you shall see towards the final battle. What happens next? Find out! Toodles!


	11. The Perfect Crime

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 11: The Perfect Crime

"So, he said no?" Ned asked.

Peter sighed. "Yeah, he said no. Now what?" he groaned. "I can't make out this stupid equation. I'm missing something here."

"Give it time. I'm sure you'll figure something out," Ned replied as his eyes landed upon his textbook. He sighed. "Man, homework really wears you down."

Peter scowled. "Why are you complaining? You have it easier," he spoke as he eyed his stack of books.

"Yeah, I suppose but anyways why don't you take a break for a while? Then come at it again. What did your Chemistry teacher said?" Ned quizzed.

Peter sighed. "He said to widen your equation. Look at things from a different angle," Peter said.

"So look at things differently then. Find those missing elements and go from there."

"How do you know this?"

"I don't," Ned replied cheerfully which made Peter give him a strange look.

Needless to say, Peter has been working on the formula nonstop. Whenever he came close to it, he wanted to declare that he was finally done but that wasn't the case. He had been so coped up in the room that it was getting harder for Ned to get him out of the room to do something else. Peter refused several times which made Ned give up on him and he hung out with Michelle and even Harry where Ned found out that Harry wasn't that bad at all, making Ned wondering why Peter is against him.

"But I don't want to go with Harry," Peter muttered. "Besides, I'm busy."

The two were walking down the path, heading towards their dorms. They decided to meet up since they both had finished at the same time.

"He's not that bad. I don't see why you're so against him," Ned responded. "He's actually a nice guy," Ned paused and grinned. "You're not jealous because Michelle hangs out with him, are you?"

Peter gave him an awkward look, mumbling something incoherently. "No…"

Ned's grin grew wider. "It is!" he exclaimed, laughing. "You still have a crush on Michelle," he sang.

"I swear; if you tell her, I'll actually feed you to the Spiders," Peter threatened.

"Oh come off it," Ned chuckled. "Just wait and until Michelle finds out."

"I'm warning you."

Ned cackled. "But come on. If you don't tell her, she's going to be taken eventually, just saying," Ned paused. "But if you think about it, we gotta a problem. We can't get you to keep a date with a girl."

Peter glared. "Yeah well. Usually, Spider Man gets in the way and girls don't run away—"Peter trailed off as he goggled at the two girls that passed by. Upon seeing his stare, they giggled, whispering before minding back to their own business.

Ned smirked. "See? You could've asked them so here's a tip. Don't stare at them or otherwise, they will think you're a stalker or something."

"Thanks," Peter muttered. "And what are you supposed to be? My official guide in 'asking girls'?"

"Yep."

"Well then. I'm sure to fail."

Ned scowled. "Give me some credit," he muttered as they had now reached the familiar hall but just as they did, they saw Michelle's roommate who exited out of her door, sniffing a little.

Upon their arrival, Cassi looked up as she gave them a small smile.

"Hey, Pete."

Peter winced a little. "Um hey…Er…um…how's life?"

Cassi shrugged. "Alright, I guess. Uhm, you busy?"

"Er—"

"No, he's not. In fact, he's happy to take you out wherever you want to," Ned immediately jumped in. "Besides, he kinda has no social life," he whispered to her. "So yeah. You two go out and have fun!" Ned said cheerfully.

"But—"

"See you!"

With that, Ned shoved Peter in her dorm so that he stumbled a bit and quickly unlocked his door and went inside before Peter could glare daggers at him. He merely tightened his jaw, quirking an eyebrow.

The sound of the door being closed made him be aware and he saw Cassi, leaning slightly against it which made him be awkward a bit.

"Um…hi?"

Cassi giggled as she smirked. "Are you always this awkward around girls? I find that cute," she grinned as she grabbed Peter by the arm and pushed him to the bed.

"Ah, I actually have to go. I've got homework—"

"Oh, poo. It's Friday. Who in the right mind would want to do homework?" she said, giving him a sly smile as she found herself on top of him. Peter tried to push her away but it was futile.

All Peter could do was to slump lower in hopes of getting away from her but she just came closer until he could feel his breath on his mouth.

"I'm sure homework could wait for just one night…"

Using this chance, Peter managed to shove her away and he quickly got out of the bed.

"Look, I really need to go. I've got stuff to do and I can't do it today so—"

Peter winced when Cassi began to pout, biting her lip. She crawled off her bed and pulled him closer to her.

"Please?" she gave him puppy eyes. "Just today?"

Peter groaned silently. He hated Ned and he wondered how things would've been different if he hadn't save Ned from the building.

 _Screw you, Ned._

Peter sighed. "Alright. Okay, I guess we could go out…"

And that instantly made Cassi be delighted. Peter mentally cringed at his decision and he hoped that he doesn't regret it. Which he probably will.

Soon enough, evening already came by though Peter's mood hadn't improved. He was still sulking, complaining how he rather stay here and finish the formula than going out with Cassi. Ned simply sniggered at his demise, grinning like a Cheshire.

"I hate you. I really do," Peter muttered, straightening his shirt.

"You'll thank me later," Ned cheered. "I bet Aunt May would be happy that you're finally having a girl with you."

"Shut up," Peter growled.

Ned giggled. "Just go and have fun. Just don't get drunk."

Peter snorted. "Right," he glanced to the right and saw the alarm clock which read _6:30._

"I should get going," Peter sighed.

Ned smiled. "Alright. And when you get back, make sure you tell me all about it!" he replied cheerfully as he opened the door, indicating that Peter should get out. Peter couldn't help but to think that Ned wanted desperately to have Peter out of the dorm.

"Yeah sure…" Peter rolled his eyes. As soon as Peter exited out of the room, the door was almost immediately closed. A few seconds passed and Cassi had also came out of her dorm which grabbed Peter's attention as he stared at her

She wore a black dress that went up to her knees though the dress seemed to be a bit too revealing and there were curls added to her long hair. Peter suddenly felt awkward as he wondered if girls really wear those kind of dresses to clubs. Maybe he should hang out more with the female population…

As one would say, curiosity killed the cat.

"Hey, Pete," Cassi smiled brightly. Needless to say, Cassi seemed to be in a much better mood compare to Peter. "You actually don't look that bad but shall we? The club isn't that far from University and it's the most popular club—everyone goes there."

Peter nodded. "Yeah let's go…before I change my mind," Peter muttered the last part quietly.

Smiling brightly, Cassi grabbed his arm almost too eagerly and headed down the hall.

They eventually reached at the club and Peter could already feel the loud booming music from outside. People were already waiting in line in order to get in. A few minutes had passed and the two were finally inside the club and the minute they were, Peter felt the music vibrating against him as his heart beat went beat rapidly. Multicolored lights shone the place brightly, sending out rainbows of lights skidding around the room and onto the sea of bodies that crowded the dance floor.

Sweat and alcohol reached Peter's nostrils much to his disturbance. He stumbled as people were pushing their way and due to the thundering music, it was almost impossible to start a conversation. Nevertheless, the place was packed.

"Hey, I'm going to get us drinks!" Cassi shouted though Peter merely nodded as he couldn't hear what she had said.

She left him for drinks, having Peter stand awkwardly as he watched the people. Most of them were on the dance floor, dancing—many girls were dancing sexily as they swayed their hips and the other half were chilling out at the bar. Until Cassi gets back, Peter decided to go at the bar to just sit around. He really had no idea what to do at a nightclub.

 _Nightclub, out of all places,_ Peter thought miserably. _I'm going to kill Ned._

As Peter's eyes roamed around, he suddenly paused as he tilted his head to side, furrowing his eyebrows, wondering if he saw it right. He could've sworn he saw Michelle with Harry (who seemed, for the time being, to have gone away) but he wasn't quite sure since she wasn't exactly that near to Peter. Shrugging, Peter tore his gaze away and continued to look around until a voice spoke.

"I didn't know you liked to go clubs."

"I don't—"Peter began to answer but jumped with startle. There was Michelle who smirked.

"Hey, Pete," she greeted. "What are you doing here?"

Peter sighed. "Long story."

In all honesty, the way they were talking, it felt like they were playing a game on 'how loud they could scream.'

"Are you with Harry?" Peter asked.

Michelle nodded. "Yeah, I am. Who are you with? Ned?"

"I'm back with the drinks—oh, hey Michelle!" Cassi spoke which made Peter wince.

Well, things just got a little more awkward.

Michelle stared at the two, flabbergasted though Peter shifted in his spot with uneasiness, not liking where this was going.

"Uh, um…" Peter stuttered.

Michelle gave a small glare before she spoke. "Hey Cassi,"

"I didn't know you were at the club," Cassi said.

"Yeah well I do have a life outside of school," Michelle snapped. "I've got to go. See you later."

Peter sighed. Even as a civilian, Peter felt like he was the bad guy…Shrugging, Cassi handed him the drink which Peter took as he stared at it.

Cassi giggled. "It's Gin and tonic. Go on. Try it."

Still looking at it skeptically, Peter brought the glass to his mouth and took a sip. The bittersweet taste filled his mouth as he tasted more than one flavors. He thought he had tasted berries and maybe pine? He wasn't sure but the drink itself felt odd and it wasn't really his forte. He was also sure that he had made out lime as well but the different flavors caught him off guard and wasn't able to tell what was in it.

He slightly shivered from the cool liquid that entered his body and he brought the glass down, holding it. It was either him or the drink was a bit too strong for his taste.

Peter stared at Cassi who was already finished with drink and she placed it on the bar counter. And he hasn't even finished his.

"Come on, let's dance!" Cassi shouted eagerly.

"I don't dance. Um…"

Cassi stared at him. "You mean…you never danced before?"

Peter shook his head, placing his drink on the bar table. "No; I've never been to a nightclub. This one is my first."

Cassi felt like she had been hit by a bunch of bricks. "Well then. This is a good experience for you! Come on. Just finish the drink and I'll show you. It's easy."

Peter inhaled sharply as he stared at the liquid. If Cassi finished it in one go, surely Peter could do it as well…right?

Staring at it bitterly, Peter grabbed his glass and began to chug it down and in less than a second, the drink was gone and Peter placed the cup back on the counter.

"See? That wasn't so bad. Now come on! Let's dance!"

Excitedly, Cassi pulled Peter out of his seat as he stumbled. The dance floor was crowded and they had to push some people in order to reach where they wanted to go. The minute Peter was on the floor, he got pushed from the dancers; bodies were pressed against each other, all swaying with the music.

Peter awkwardly stood there, watching other people but Cassi's voice brought him back.

"Come on! Dance!"

Peter winced. "I don't dance."

She grinned. "Well you now do."

She began swaying her hips which made Peter stare at her, suddenly feeling very odd as his muscles were tense.

 _Damn hormones._

Hesitantly, Peter started to move with the music. He felt strange and silly as he waved his hands in the air.

"There you go!"

Peter smiled. Maybe this wasn't so bad. Besides, what could go wrong in a nightclub?

Soon enough, Peter found himself in a drinking competition where he was surrounded with people, chanting "Chug! Chug! Chug!"

They cheered when Peter finally finished the last drink. He felt woozy as his vision was slightly out of place but that didn't stop him though. He dared himself by stealing the limelight as he did all kinds of tricks; flips, sideway twirls which made people go wild at the scene.

Peter sat next Cassi, stumbling as he did so after he finally found her.

"That was so much... _hic_...fun," he slurred his words.

Cassi giggled. She too had gotten drunk.

"You're so funny."

Peter chuckled. "Hey...do you wanna know a secret? Hehe _hic_."

"Whaat?"

Peter grinned silly. "I'm Spider Man..."

Cassi froze, staring at him with wide eyes before she cracked a smile, laughing goofily. Two figures appeared which made the two look up.

"Hey lookee...it's Mary Who Jane," Peter giggled.

Michelle quirked an eyebrow, staring at him with a dumb founded look.

"Are you drunk?" she asked flabbergasted.

"Noooo..."

"I didn't even know it was possible," Michelle said.

"What do you mean by that?" Harry asked.

"Uh nothing."

Peter gasped delighted. "It's a fairy!"

Poor Harry gave him a blank look and suddenly felt awkward when Peter gave him a hug. Peter was about go to Michelle but she gave him a warning look, sending him cowering.

Michelle sighed. "Alright. I'm calling you guys a cab so you can get home safely."

"But I don't want toooo..." Peter slurred.

" _Yes_ you are," Michelle said sternly before she got out her phone and dialed for the cab. After a short conversation, Michelle hung up and told them.

"It's coming in five minutes and if you two are not in the cab, I swear to Spider Man I'll haunt you in your sleep."

Peter gulped. "Yes ma'am...oh guess what?" he said excitedly.

Michelle sighed. "What?"

"He's Spider Man!" Cassi giggled, making her stare at the two.

Harry stared at Peter with an incredulous look, not sure if he should believe it.

"Yeah, Spider Man…hehehe…" Michelle laughed nervously. "Good one, Pete."

Harry gave them a strange look but he went with it, shaking his head with disbelief. There was no way Peter would be Spider Man. Especially not at this state. Who would believe him?

And sooner or later, Peter found himself in the bathroom, throwing up.

 _This is shit._

A knock came on the door which made Peter groan.

"Go away. Leave me alone to my demise," Peter moaned.

"Hey Drama Queen. If you're done, the cab's here," Michelle's voice rang.

Peter cringed from the loudness. "Not so loud…"

Another sound from the toilet being flushed was heard and Peter finally came out but he wasn't looking that great. Michelle stared at him though she bit her lip as she tried to contain her laughter.

"Damn…"

"Don't start," Peter muttered. He really looked so pale. "Can we go?"

"Sorry, Pete. I'm staying for a bit more. You and Cassi are the only ones going."

Peter nodded. "Alright. I'm still feeling kinda dizzy…"

"Go home and get some rest. Make sure Ned gives you plenty of water or otherwise you'll feel even more terrible the next day. You're lucky that we don't have classes tomorrow…"

Peter grimaced. "Can't imagine how that'll work."

Michelle flashed him a small smile before she took out her phone and looked at the time.

"You should get going. The cab should be here."

"If I could get myself in one piece…"

Eventually, Peter and Cassi left (though Cassi still wasn't sober, needless to say and the same goes to Peter since he had trouble walking towards the car). They finally reached their dorms with much difficulty as they happened to have walked around the same campus three times before one of them realized that they were walking circles. Peter wasn't sure what to make out for this night since he could barely get his head right.

"Hey Petey poo…I really had so much fun tonight…" Cassi slurred, stumbling over her feet.

"Er…sure…" Peter mumbled though he was ready to throw up again. Peter clumsily had his hand on the door knob but found it difficult to even open it.

"So uhm…g'night," Peter replied.

"Niighttt…teehee…" Cassi grinned as she managed to open the door and tumbled down.

Peter paused as he glanced towards the door. Ned wouldn't mind if he didn't came in, right? Like, he's sleeping and didn't want to disturb him…

"Hey uh… wait!"

Peter stumbled in and closed door.

The next morning, however, Peter felt terrible. He had trouble waking himself but even if he tried, he would only get a splitting headache where he had to shut his eyes, grimacing. Gradually, Peter forced himself to get up though he looked a bit disheveled and found himself staring at the floor across from the bed.

What exactly happened last night?

And second of all, how _much_ did he drank? He didn't thought it was possible for him to get drunk since he had a much higher tolerance than a normal person.

Peter muttered, trying to get himself in order. This was already a terrible idea. And...hold on. Why does his room look different? Peter glanced around only to widen his eyes as he stared. He rubbed them just to make sure he wasn't dreaming properly.

Cassi was there, still sleeping though that made Peter panic.

 _Oh dear Spider..._

Did... _it_...happened? Not wearing his shirt wasn't making things any better so it made him panic even more but he _hoped_ they didn't do it. They hoped that in what's left of their sanity from last night they didn't went that far.

 _Oh shit._

Letting out a breath, Peter climbed out of bed and wore his shirt but as he moved, he froze when Cassi moved a little though he resumed walking when he could and then proceeded to walk out of the room, opening the door then closing it though he leaned against it.

He still had a pounding headache, making him cringe against the bright lights that were shining down the halls.

Sighing, Peter walked to the right and knocked on the door, hoping that Ned would be in there. Peter let out a sigh of relief when he saw Ned but he didn't expect this kind of answer.

"Where the _hell_ have you been?!" Ned exclaimed, outraged.

"You know, if you hadn't dumped me, I would _be_ here and _please_ don't yell," he groaned. "I have a headache."

Ned gave him a blank look. "Wait…you got drunk? I didn't even know it was possible.

"Yeah well, it happened. Now can I get in?"

Ned rolled his eyes, stepping to the side. "Fine but you're answering Michelle. She texted me like ten times in a row, early in the morning. It's your funeral too," he muttered. "Give me one good reason why I shouldn't bend you into a triangle."

Peter snorted. "You couldn't do it even if you had tried. You're not that strong and—"he paused. "Wait; what did you say?"

"Bending you into a triangle…"

Peter racked his brain—he attempted to anyway—before an idea came to his mind. He let out a breath he didn't even know he was holding. That was it. It wasn't the triangle that made Peter think about it but the fact that it was something else. It was the missing element that wasn't included in his equation.

Tumbling, Peter quickly made his way towards the table and began to write down, expanding his equation. After a few minutes of silence, Peter exclaimed.

"There! It's done! The formula is done!" Peter grinned until the pounding in his head returned to him, reminding him that his head still hurt. "Ow…" he whined. "Do we have any Tylenol?"

Ned sniggered. "Yeah; it should be in the kitchen's cabinet but the heck just happened?"

"Ned, I've finished the formula. I've found out what the missing element was," Peter called out from the kitchen.

"It was because of the triangle?"

"No. I already had the triangle in my previous equations—I just couldn't balance it properly but I've got it."

"Great now all you have to do is to 'borrow' some stuff from the Chem lab to actually make the webs…Enjoy!" Ned replied grinned while Peter made a crestfallen face as he realized that Ned was actually right.

"Damn. Everything just _had_ to get more complicated," Peter sighed.

"Which is why you're the hero and I'm not," Ned smirked.

Over the few weeks, Peter continued to work on making his webs while at the same time, he had been yelled from Michelle which made Peter go in hiding. Nevertheless, he also tried to avoid Cassi. It was also a risky move by going into Chem lab since the professor was usually there after class, either giving some extra help to students who remained after class or marking the papers.

It took at least four tries to finish the webs since most of them would shoot in the wrong way, much to Peter's frustration but on the last try, Peter paused as he took in a breath and with shaky hands, he released the web from his shooters. A _thwing_ sound was heard and Peter followed the trail and it stuck to the wall in perfect shape. Peter's heartbeat raced rapidly as he realized that he got the webs to work properly.

"Oh my God," Peter breathed, grinning. "I _did_ it! I can't believe I did it!"

"Great now you can clean up the mess you made. In case you haven't notice, our dorm isn't a home for webs," Ned scowled.

Peter glanced at Ned, giving him a sheepish grin since Ned was tangled in webs.

"Uh, right. Sorry. Let me…just…erm, yeah…" Peter stuttered as he went to help him out.

It took a while to clean up but the room was finally web-free. However, as though it was on cue, the TV grabbed Peter's attention, stopping him in his tracks as he glanced at it.

"… _there have been reports stating that people had claimed they saw Spider Man_ breaking _into a Jewelry store. The store was left with webs as evidence…"_

Peter frowned. "That's not me!" he exclaimed, throwing the webs that was in his hands in the garbage can. He growled. "I'm going to strangle him."

Eyes narrowed, Peter opened his closet to reveal his blue and red costume.

"I don't think it's wise to go in after what we just heard," Ned responded as Peter was dressing up. "They're going to expect you."

Peter climbed on the ledge of the window and he gave a slight glance to Ned. "Well then. I'm counting on it."

* * *

Spider Man eventually reached the Jewelry store and as expected, the shop was empty.

 _Typical…now I'm just a prey that's waiting to get the blow._

Spider Man resumed walking around in order to find the evidence where he _apparently_ had placed it. A _crunch_ was heard which made Peter lift his foot up to reveal that he had stepped on broken glass. He looked straight down the hall, eyes narrowed. He found the 'evidence room' which made him bent down to study it. The glass was broken, that much was known. However, something sparkly grabbed Peter's eye and he followed the trail of light until he reached it. There were jewels such as necklaces, bracelets and even rings (to name a few) were scattered across the floor.

Raising an eyebrow, Peter crouched down and he picked the necklace by the lace, examining it. Perhaps that was the wrong move to do since luck wasn't at his side at all.

"There he is!" a voice shouted, earning his attention.

"What…?"

"Stop him!"

"Wait! I'm not—"Peter made a sharp gasp as he narrowly avoided an oncoming bullet.

"Get him!"

Completely distracted, Peter forgot to place the necklace back where he found it and he began to run though at the end of the hall, Peter released his webs and he swung away.

"He's heading to the west bound! In need of reinforcements over."

Spider Man managed to lose the two police but they would eventually find him. Sighing, Peter walked away from his hiding spot though when he did, he found something else that attracted to him. He looked up, goggling it and he crawled up at the wall to look at it.

 _Spider Webs…?_

Of course, that was the way to get him framed but how did Mysterio ended up having Spider webs? Did he created them? But the thing is though, this web looked like it had been here for a few minutes. However, Spider Man's webs are different; they disappear after an hour. This one here didn't seem to have broken down and it seemed to have lasted overnight.

That was the major slip up from Mysterio.

"Well, isn't odd how you had ended here…Spider Man?"

Spider Man quickly turned around and stared at the shadows and out from the darkness, Mysterio came with a Cheshire grin.

 **Author's Note:** Whoo this chapter took forever but it was fun! And yay! We got to see how Peter made his webs—like he _should've_ but being teamed up with Tony has its privileges I guess XD and no, I _repeat_ no, they didn't had sex—even if they did, it wouldn't work out that well in the end—radioactive and stuff. And I've researched and in one of the comics, Peter had actually gotten drunk (well, was able to get drunk which ruined his hero-ing) What happens next? Find out! Toodles! PS: WONDER WOMAN WAS AMAZING!


	12. Show no Mercy

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 12: Show no Mercy

Spider Man snarled as he was in his fighting stance.

" _You_!" Spider Man hissed. "You do realize you had been caught, right?"

"Hmm, let me think. No, I don't believe I'm not. It's _you_ whose the one is caught."

"Yeah right," Peter gritted his teeth, tightening his fists.

Mysterio sneered though his mouth was curled into a small smirk. "Yet, I'm not the one who's carrying the evidence. I'm not the one who's _standing_ right where I want him to be…"

Spider Man frowned before he looked down only to widen his eyes. Shit. In all his running, he had completely forgotten to get rid of the necklace.

 _Crap, crap, crap._

Mysterio's eyes gleamed with madness as he let out a small dark chuckle, making Peter shiver.

"You're the villain, Spider. You just don't realize it," Mysterio continued, walking around as Peter's gaze followed his stare. "Sand Man is dead. Smythe's dead. And dear old Officer Watson is _dead_. You know I'm right. You just don't want to admit it. You don't want to give in to the darkness that is _begging_ to escape, isn't that right…" he gave a cruel smile. "Peter Parker."

Spider Man gaped, staring at him with an incredulous look. "How—"

"How do I know that you and Parker are the same?" he threw his head back and laughed. "You may have fooled the public, Parker, but you certainly didn't fool me. I've studied you, studied how you worked, how you _swung_ , how you fight. I've studied it all until I could actually become _you_. You're not as different as you think—you're not unique as you thought. You all follow a certain pattern and therefore, it was easy to become you."

Spider Man narrowed his eyes, feeling his muscles tense. "And just _what_ is that pattern?"

"You heroes don't kill. That's a sacred oath to all heroes," Mysterio paused. "Maybe except one."

"Who?"

Mysterio grinned evilly. "Tony Stark."

Peter glared. "You're wrong—"

"I'm _wrong_? Oh please! Do pray tell _how_ wrong am I? Is he not the one who created Ultron and by doing so, nearly destroying the city in the process? Is he not the one who was _responsible_ to clean up after the battle of New York? At least his department? When will you realize it, Parker, that men like Stark just doesn't care about us? About the civilians?" Mysterio suddenly got scarily closer to Peter and he could literally feel Mysterio's breath on Peter's neck. "When will you realize it, Parker, that he will eventually _abandon_ you?"

"You're wrong!" Peter roared and he used his webs so that it got latched to him and then Peter delivered a kick to the stomach, forcing Mysterio stumble backwards. Mysterio grunted as he tumbled to the ground.

"You're in denial, Parker, and that is why you'll fall."

"I'm not in denial, Mysterio. You're wrong. If Tony didn't cared about me, he would've left me a long time ago," Peter replied, glowering slightly. "He's a good man. He's just misguided like how you are, Beck."

Mysterio grinned slyly. "Ho-oh! Well done! You've managed to figure it out. Congratulations. Want a medal?"

Peter sneered. "Do you know what the one thing why you'll be defeated is?"

Mysterio narrowed eyes, wondering what he is playing at.

Peter grinned, bringing a string of web where he had found it before.

"This is your major slip up. The police _should_ know that my webs dissolve after an hour, not lasting overnight. You had _slipped_."

Instead of being furious, Mysterio simply grinned which made Peter grin.

"You said it yourself, Parker, they should know but oh they don't! They are under my influence and they are only seeing what they wanted to see because of _me_. So, they'll hunt you. They won't stop until you had been captured, been brought to jail,"

As Mysterio continued to talk, the police ran up the stairs.

"They will stop you and you can't do anything about it because you lost."

And then, the police came as they all readied their weapons, pointing at Spider Man.

"Oh gentlemen. I believe we had found our criminal," Mysterio grinned before he wore a dark expression. "Shoot him."

At once, they fired the guns and Peter avoided the bullets. He wasn't planning on getting hit anytime soon. As though the bullets were in slow motion, it went past by him; some almost being close to hitting him but was avoided anyways. Grinning a bit, Mysterio started to disappear but Spider Man quickly released his webs that got attached to the enemy and he swung him around so that he crashed into a wall.

Mysterio grunted; his body being slumped against the wall while Peter stared at him; his eyes fixed as Peter waited for the blow.

Mysterio laughed as he straightened himself up though as he did, loud sickening cracks were heard as he placed his arms back in its proper spot.

"You think that will stop me? That's an amateur move. I expected you to be better."

Peter smirked as he rolled his shoulders, preparing to fight. "I am better. I just don't want to spoil the surprise."

Mysterio furrowed his eyebrows from irritation, curling his mouth into a snarl and began to throw things at Peter.

"You think you're tough?!" Mysterio roared as Peter narrowly avoided the oncoming attacks. "You think you can _save_ everyone?!"

Peter latched himself onto a wall before he jumped off to dodge another blast of power. Spider Man saw a medium size object nearby and he interacted with it by having his webs be latched to it before swinging it towards him. Mysterio snarled as he performed a twirl to dodge the blow.

"The point is, Parker, you _can't_ save everyone. You're weak…pathetic…spineless crawler. You're no _hero_."

"Enough!" Peter roared, using his webs so that he flung himself towards him, delivering a powerful kick at him which forced him to stumble in the air before crashing at the ground. He grunted though Peter didn't gave him the chance to get up since he attacked again, using another heavy object.

Mysterio widened his eyes as he narrowly avoided the item but on the second one, he wasn't so lucky as he got hit once more, crashing through the wall so that he was sent outside.

Breathing heavily, Mysterio staggered up and he looked up as he saw Spider Man heading. But before Peter could even strike, Mysterio stopped him in mid-air by grabbing him at the neck and slamming him hard against the ground. Spider Man gasped as the wind was knocked out of him but Mysterio delivered another blow to him by punching him hard at his stomach.

Peter inhaled a sharp breath from the blow and he rolled around, going on his knees as he placed his arm around his gut, trying to breathe.

"Aww, don't tell me this all you could give me. Come on, Peter. Give me your best _shot_. Show the world what you _truly_ are."

Mysterio's eyes gleamed with madness as he bent closer to Peter.

"Surrender to me," his breath made Peter's skin crawl. " _Bow_ to me…" he hissed.

"N…never…" Peter muttered.

"What was that?"

"Not today!"

Peter did a kick in the gut, forcing Mysterio to stumble backwards before Peter immediately performed another kick which made him hit under Mysterio's chin with his foot. Spider Man then rolled forwards and turned to the side so that he was facing him now. Not losing a second, Spider Man launched multiple webs in hopes of slowing him down which did little. Letting out a furious yell, Mysterio clawed his broken helmet in attempt to get the webs out.

However, as Spider Man released his webs of string, Mysterio got prepared and just in time, Mysterio grabbed his webs and then he released a jolt of electricity, having them running at the webs which sent them straight back at Peter who gasped from the shock.

He gritted his teeth as he felt the electricity running through his body but as soon as it had started, it ended. Spider Man shivered from the attack and he slightly staggered backwards as he tried to compose himself from the power though he collapsed to the ground. Well at least his web shooters didn't fired out.

"You feel it, don't you? You're having difficulties to sink it in. To take it. Take a look around, you, Spider Man! This is what the world has to rely on? You can't defeat me! What will the public say if Spider Man—their supposed _hero_ —had failed?"

Spider Man closed his eyes, trying to breath normally, trying to relax his heart that was rapidly beating and it made his blood pound against his ears which made him be uncomfortable.

"You're just starting to realize it, aren't you Spider Man? You keep saying that you'll defeat me. That you will bring justice but how can you do that if I'm still here? How can you do that at _all_ if there's evil lingering?"

Spider Man shut his eyes tight, trying to block Mysterio's words.

 _Get out. Get out._

"It's a pity you can't handle the truth. Life would be so much simpler if you did."

Snarling, Peter rose up and tackled him to the ground. He used his fists, grabbing him at the scruff of his suit and began punching him with his fists until it was enough to break the helmet.

Peter breathed heavily; his hands covered in blood but all of a sudden, a mist came out of the glass helmet which made Peter stare at it with a frazzled look. However, what happened next totally threw him off.

The misty gas sizzled as it floated in the air, heading towards Peter's direction who inhaled it.

 _Yes…drink it in…_

And then, Peter found himself in a completely different scene—at least he _thought_ it was. He found himself in an empty void until a figure emerged from the darkness then many of them appeared until they resembled a huge crowd.

 _They look at you as a hero only to have you fail them! You failed them!_ a voice screamed.

Peter found himself staring at the crowd before he suddenly plunged down and landed on the ground as he grunted.

 _You're not a hero…A hero saves everyone…_

And then, Mysterio appeared, giving a sadistic smile and in front of him, he held a small girl in his grip which made Spider Man widened his eyes as he saw the blade that was in Mysterio's hand.

"W—wait…don't...don't…" Spider Man cried out. "Take me. Not her."

 _You're too late…_

Just like that, Mysterio used his weapon and sliced it across her throat, having the girl fall to the ground within a second. Peter widened his eyes and his eyes held rage as he let out scream. But he wasn't sure if it was his scream or someone else's scream.

However, Peter suddenly found himself back to reality only to wish he didn't came back. There, was Mysterio who grinned like a fox and he caressed a frightened girl's cheek. Just like that, Peter's nightmare hit him like a ton of bricks.

"Don't," Peter croaked, feeling his heart pounding against his ribcage. "Please…"

As though it had been repeated, in a blink of an eye, Mysterio cut the girl's throat and the girl slumped to the ground.

" _ **NO!"**_

 **Author's Note: ** …oh…oh my…uhm…uhm…I promise everything will be better…? *awkward moment* Well, things are not going to be pretty for Peter…When Spider Man was battling Mysterio, I think that what few people forget is that Mysterio can disable Spider Man's senses with his gas which is why Spider Man occasionally takes a few blows from him. What happens next? Find out! Toodles!


	13. Bringing Justice

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 13: Bringing Justice

Peter stared at the dead body of the girl and angered tears were beginning to fall. This wasn't fair. This wasn't right. Peter found it hard to breathe as though the air was suffocating him, cutting out the oxygen.

"No…no…" Peter said shakily. This wasn't happening. This wasn't real.

Of course!

This isn't real! A mere hallucination.

But no matter how much Peter wished, it was indeed real and he couldn't stop it from happening.

"NO!" Peter roared as he went towards the dead girl, bringing out his shaky hand and wrapped them around her. "I'm sorry…" he shut his eyes closed and the blood dripped to his hands.

"It hurts, doesn't it?" Mysterio whispered quietly. "It hurts how you can't save everyone," he glanced up only to give a sickening smile while he almost silently dropped the blade which landed beside Peter. "Oh, it looks like we have some company."

Still shaking, Peter looked up only to see that two police men arrived and they were pointing their weapons while Mysterio floated backwards. As he started to disappear, he spoke.

"Catch him."

"Surrender now. Bring yourself in or face Justice."

Peter growled. " _I_ didn't do it…" he spoke in such a dark tone that it almost scared him. Almost made him feel like he wasn't himself anymore.

But it didn't mattered to them, naturally as they continued with their process. They didn't wait for another second as they quickly began to shoot. Growling, Peter placed the girl down and just managed to avoid the bullets. He had no choice but hide. At least for now.

Bullet after bullet, Peter dodged them until the last one where he wasn't careful as he got distracted. The gunshot was shot at his abdomen, making him hiss from the pain but he resumed going until he vanished from the police's sight. A block down from the crime scene, Peter leaned against the wall and with his fist, he slammed it against the wall while his other hand covered the wound.

It shouldn't be like this.

It shouldn't be like this at all.

* * *

Peter growled as he took off the suit, being half naked for the time being. At least until he cleans up the damn wound. After cleaning the blood, he made a temporary adjustment, however, the door opened which revealed Ned but the minute he got in, he stopped and gaped at Peter who turned around to look at Ned who closed the door.

"What happened?" Ned asked.

Peter narrowed his eyes. "Nothing."

Ned sighed. "You were being careless again, weren't you?"

"Careless?" Peter replied through his gritted teeth. "I didn't _planned_ on getting shot at, alright?" he slightly yelled. "It's just…" he clenched his fists tight as the image of the girl's body flashed into his mind. He inhaled, closing his eyes before reopening them, sighing. "Nothing. It's nothing."

Ned shook his head and he dropped his bag on the ground before making himself comfortable on the bed, slumping against the bed and turned on the TV. As luck would had it, the news came on which grabbed Ned's attention, much to Peter's dismay.

"… _It had been reported that Spider Man is now officially claimed as a criminal. The disturbing news have been spreading wildly and needless to say, people who once used to support their friendly neighbored Spider Man aren't sure what to make out of this—"_

Ned muted the TV and an unnerving silence settled in and he gave a look at Peter, waiting for an answer.

"Peter…"

"Just drop it, Ned. You don't know what's going on out there."

"What _I_ know is that I'm watching my _friend,_ going into dangerous situations and nearly getting himself killed. Peter, I know how scary this villain can be. I've faced him before. I just…I just can't bear at the fact that you might never come back," Ned replied, his voice breaking. "Peter, I really think you should let Tony in this."

"No. I don't need him. I _know_ what I'm doing."

Ned snorted. "Right. Because it _totally_ shows, y'know?"

Peter glared though Ned glanced at the wound before it disappeared from Peter's shirt.

"And I think you should get that injury to be fixed," Ned muttered.

"I'm fine."

Ned rolled his eyes at his friend's stubbornness. He scowled, muttering under his breath before changing the channel and turning the sound back on. As he stared at the TV, Ned winced as though there was a nagging pain that was in his pain. He cringed, getting off the bed and into the kitchen to get some Tylenol.

Probably just a bad headache. Nothing bad.

* * *

Tony clenched his jaw as he stared at the headlines. Things were not good. Not good at all.

"Sir, I really think young Peter should know what's going on," Happy announced.

"No," Tony muttered, placing the paper down at the table.

"You can't protect him forever, you know."

"I can and I will."

"If you don't tell him what you had discovered about this Mysterio, then you could lose him forever. You will lose his trust."

Tony let out a sigh, knowing that he was right. Things just got a lot more complicated but he would have to let Peter be in darkness for just a bit more.

* * *

Captain Stacy let out a breath as he glared at the pictures that were given to him. He still refuses to believe that Spider Man was a murderer. He would never believe it. It just seems…wrong. Stacy clenched his jaw tightly as he moved through the pictures rather quickly but as he did, something about these images didn't felt right.

"You seem tense," the voice of Officer Lane spoke.

Stacy sighed. "Yeah, I wonder why," he muttered. "This doesn't seem right. It's not right. Why would Spider Man have to just…suddenly change? Without a reason? That's not him."

Lane twitched a bitter smile. "Well, I guess that's what happens if you had been a hero long enough only to see yourself become a villain at the end."

"Pardon me for intrusion, but I do require Officer Lane's assistance."

Lane looked up to see Johnson. He nodded. "Alright. I'll be there."

Nodding, Johnson walked away as Lane began to walk as well but before he left, he spoke.

"Well, if you're ever in need of an assistance, there's always someone with greater knowledge who could help you out," he then nodded. "Stacy."

With that, he left, leaving Stacy stare at the pictures. He gave a deep thoughtful look before having an idea in his mind. With that thought in mind, Stacy got out of the chair and headed towards the Evidence Room. He unlocked the door, switching on the light. There were many displays of the previous villains and criminals they had faced previously but that wasn't what he was here for.

If he remembered, one of the police grabbed an evidence from the Jewelry store—mainly a string of web that was a part of the Spider Man. Stacy frowned at it before opening the glass case and touching the web and grabbed it. He headed towards the Analyzer room where there were a few people working on different things. However, out of the room, there were two people that were the best of the best and he _wants_ the best.

"Smith," Stacy said as he walked towards a lady who seemed to be working on a latest project.

"Yes sir?" the lady replied, standing up.

"Drop everything because you're gonna do something for me. This is on a no-need-to-know basis, get me? Which means only _you_ and I are the only ones who knows about this project."

"Um, yes sir."

"Good," Stacy eyed the room before he spoke quietly. "I need you to analyze this web from Spider Man."

"But sir—"

"Forget about what you had heard. Analyze this from head to toe. Discover its secrets and the minute you find something, immediately report it to _me_. Understand?"

The lady nodded. "Yes sir."

"Good. In the meantime, I have some things I need to discuss with someone."

* * *

It took a while but it sure wasn't easy. Captain Stacy literally had to go through so many troubles, thinking up ways in order to reach out for him. Stacy sighed as he wondered if he would actually come. Thirty minutes had already passed and Stacy was beginning to think to actually leave.

Eyes narrowed, Stay gave one last look at the spot before he started to walk. However, he didn't moved an inch when a voice called out from the shadows.

"Odd place to call for a meeting, don't you think?"

Stacy smiled as he recognized the voice. He chuckled. "You know, for a while, you actually had me there. I was starting to leave until you showed up…" he turned around to see the shadowy figure. "Spider Man."

Even though Stacy couldn't see it, he knew that Spider man flashed him a small smile as he walked out of the shadows.

"Yeah er…sorry about the um waiting. I got delayed…" Spider Man laughed sheepishly.

Stacy grinned a little. "It's alright.

Then, silence settled in though it left Spider Man be in thoughts as he wondered why Stacy had contacted him in the first place.

"Why'd you contact me?" Spider Man asked.

Captain Stacy made a bitter smile. "I'm assuming you had heard the news, correct?" he didn't wait for a response. "I have to ask, Spider Man, did you really change?"

Spider Man narrowed his eyes and he slightly turned his back on him.

"No."

Stacy smiled. "Thought so," he spoke quietly.

Before Spider Man vanished, he started to speak again. "In case something happens to me, do me a favor and look after Ned Leeds and Michelle Gonzales, will you? Promise me."

Stacy gave him a troubled look but agreed to it, nonetheless. "Of course. You have my word."

Throughout this week, things had been getting a lot harder for Peter and even Ned. Ned kept complaining about having a heavy headache and no matter what he does, he can't get rid of it. Not even sleep can get rid of it and this made Peter worry for him. He had no idea what kind of problem Ned has though Peter suggested for him to visit the nurse.

Though, the nurse suggested that to give Ned some more sleep and rest and if he has to, to take medicine and to also drink water as he may be dehydrated. Throughout this mess, Ned slept less.

However, almost every night, Peter would see him leaving the room in the middle of the night and comes back late. One late evening, the two were in their dorms, either doing something unproductive or working on homework since the teachers were loading them with it.

Ned was currently reading a book but even he had difficulty reading it due to the headache and he winced from the pain.

"Ungh…" Ned muttered quietly though it made Peter stop what he was doing as he was looking from the corner of his eyes.

Ned placed down the book, gritting his teeth.

 _You are to do my bidding as you are mine. And only mine…_

Ned opened his eyes, being in a trance. "Yes…" he mumbled so quietly that Peter had to strain his ears in order to hear what he had said.

With that, Ned got up and walked towards the door in a trance-like mode.

"Ned…where are you going?" Peter asked, suddenly being alert as he got up. He didn't like this.

Ned stopped what he was doing and he gave a small squirm.

 _You mustn't let him interfere…_

Ned looked to the right and saw a small bookshelf cabinet. He reached out to it, grabbing it with his bare hands before he threw it towards Peter who widened his eyes.

"What the heck, Ned?!"

Just in time, Peter did a sideway twirl in order to avoid the attack but before the cabinet could strike the window, Peter quickly released his webs and placed it back down on the ground.

When he turned around, he saw that Ned was gone.

 _Oh Ned…what is happening to you?_

Eyes narrowed, Peter stared at the closed door before having an idea coming to his mind.

* * *

Ned eventually reached his place which was in a secluded area, standing motionless as he heard whispers of ghosts.

 _Hear me…your mind is mine. You're under my control._

For a small brief moment, there was a ghostly outline of a figure that appeared behind Ned before it floated in front of Ned, extending his hand out and giving a slight wave over his eyes.

 _You'll be known as Hobgoblin…_

And Ned's eyes opened, revealing a much darker blue eyes.

 _You'll do my bidding. And right now…I want you to kill Spider Man. You're Hobgoblin…remember…_

"Kill…Spider…Man…" Ned muttered.

 _And I do believe we have some company…_

Ned turned around and saw a figure coming out from the darkness.

"Ned…? Who were you talking to?"

"Kill…"

Spider Man tensed up a little as he cautiously walked towards him. "Ned…pl…please. Who were you talking to?"

Whoever Ned was talking to, Peter feared for his life.

 _Call upon your glider…Or I'll do it…_

"Ned, listen to me. You're not yourself. I can help you," Peter extended his hand out as he waited for him to accept it.

 _Do it now…_

For a brief minute, Ned stared at it with a blank look as though he was trying to figure out where was standing.

 _Don't do it…he's a criminal…He's not your friend…_

Peter resumed waiting for his answer until, all of a sudden, his senses buzzed on.

 _Ned's the danger…_

Peter clenched his jaw as he realized the brutal truth. He may have to end up fighting Ned which he doesn't want to. He never wants to fight his friends.

And just like that, Peter quickly did a sideway twirl and he was about to throw the oncoming object away but Ned hastily jumped on the glider. The minute he jumped on the glider, a locking sound was heard and then, it began to crawl up Ned's body until he was covered in a greenish yellow suit.

 _KILL HIM!_

Unable to do anything, Ned began to attack much to Peter's disbelief where he avoided the attacks. In any case, Peter absolutely refuses to attack his friend. Peter went left and right as he dodged the blows.

"Ned, stop! You're not who you think you're are!" Peter cried out, narrowly dodging another attack.

Threatened tears began to brim at the corner of Peter's eyes and he used his webs in attempt to get away. If he has to run away in order to not hurt Ned, then so be it.

 _Don't let him get away!_

Following orders, Ned put speed in the glider and chased after Spider Man. During the flight, Spider Man flung himself higher until he latched himself against a building. Eyes wide, the web crawler quickly spun to the side to avoid the oncoming attack where Ned rammed his glider into the wall, having it crashing down. Spider Man quickly climbed up until he reached the roof where he slightly moved to the side to dodge another blow that brushed past by his shoulder.

However, the attack blew up in front of Spider Man who had less than a second to catch his fall but that didn't happen as the explosion had temporarily blinded his eyesight and he was having trouble firing his webs to catch himself. Even as he did, he would slip. Spider Man gave a painful gasp as he crashed on the ground; his ears ringing from the blast and he was unable to uncomprehend what was going on.

"On your knees, now!" a gruff voice spoke as he harshly grabbed Spider Man, forcing him to be on his knees.

 _What's…happening…?_

Spider Man grunted when his head was shoved down and cold metal were pressed against his wrists. Eyes blurry, Spider Man was only able to make out dark navy colors. Just as Ned landed on the ground, the glider vanished from sight along with the suit as it flew away which left Ned be baffled as to what was going on.

"What…?" Ned asked blankly.

"Congratulations, kid. You've captured the wanted criminal."

 _Wanted…criminal?_

Ned looked down and saw a slumped Spider Man but he struggled to get loose from the police's grip. "Spider Man!" he cried out. "Wait! You've got the wrong man! He's not him!"

Spider Man looked up and saw Ned who seemed to be back to normal. "Ned? Get out of here!"

The officer looked at Ned with a confused look. "Who is _him_?"

"I—"and then, the familiar feeling came again and Ned found himself in a trance. "Er...sorry, officer…my mistake…It's him…you want…"

With a satisfied nod, the officer began to drag Spider Man who struggled against his grip while Ned shook his head, feeling a bit dizzy as he was trying to compose himself.

"Let me go! You've got the wrong one!" Peter shouted.

"In you go!"

Spider Man was roughly thrown into the car and got taken away; the police sirens fading into the distance.

"Peter!" Ned cried out.

* * *

Spider Man grunted as he got thrown to the floor of the cold jail.

"Have fun getting got out of prison, sonny because you won't be anytime soon," the guard sneered.

Spider Man growled as he got up but the doors were closed, having him place his hands on the cold bars.

"You've got it wrong!" Spider Man growled as the guard walked away with a satisfying look.

 **Author's Note:** Well…things are looking grim…but surprise! It would be totally cool if the Spider Man Homecoming trilogy (apparently, it's gonna be trilogy) could have Ned go into Hobgoblin. Spider Man is in jail—thanks to Mysterio—Ned got brainwashed (or mind controlled) and everything is not in Spider Man's favor. In case you were confused, it was Mysterio who called upon the glider as Ned was taking too long. What happens next? Find out! Toodles!


	14. An Unhappy Tony Stark

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter 14: An Unhappy Tony Stark

" _Ned! Snap out of it! You're not whoever you are!"_

" _Must…kill…Spider Man…"_

Flashbacks haunted Peter's mind as he stared bitterly at the ground, sitting on the floor. Everything has been so messed up. He buried his face in his hand as he closed his eyes.

"I'm sorry, Ned," he whispered, realizing that he failed. He failed Ned. He failed to capture Mysterio and he _failed_ to save that little girl who also came back to his mind, haunting him.

Mysterio was right, after all.

He wasn't a hero.

A hero _saves_ everyone, regarding what the situation was.

"I'm so sorry…"

Peter lifted his head as he stared at the bars. No. He's not going to sit here and mourn since that will do nothing. He got up and placed his hand on the bar, studying it. The bars doesn't seem to be quite new as it had been peeling in some parts. Maybe if he breaks it with enough force, it will eventually break. Eyes narrowed, Peter backed up a bit, going in his fighting stance before he twirled around, throwing his first kick.

However, as he did, Peter suddenly paused as he thought he heard a loud banging noise. That couldn't be him…could it? It wasn't possible. Peter knew he was strong but he wasn't as strong as the Hulk. In any case, if he had to compare himself to another person, it would be Captain America as in some ways, Peter was nearly similar to Captain America—minus the Spider.

Another bang came and eventually, there were exclaim of shouts. Just like that, the door suddenly got blasted open, having smoke rising in the air though this made Peter be tense while being in a fighting position. Clearly, this was screaming _danger_. Apparently, his senses didn't agreed since they weren't buzzing.

Out of the smoke, glowing eyes appeared and Peter was ready to fight and then, a familiar figure appeared which made Peter sigh with relief, figuring out who it was.

"You're right down scary, you know that?" Peter remarked.

However, instead of joking, behind the mask, Peter could feel the death glare look that was piercing at him which made him cower. Peter gulped, realizing just how much trouble he was going to be.

* * *

"What the _hell_ were you thinking?!" Tony roared which made Peter cringe. "Do you realize what you have just _done_?"

Peter dropped his jaw from shock. "Me?! ME?! I haven't done anything! It's that damn villain—Mysterio—he's the one whose making my life miserable!" he argued as he closed his eyes shut tight; his body shaking with rage.

"Peter," Tony warned. "Don't think about it. If you go down that way, there's no coming back."

"He messed up my life. Nearly killed Ned. Took _control_ of Ned. Had the public go _against_ me. How many sacrifices must I make in order to be the hero I need to be?" Peter asked.

"We all make sacrifices but taking the path of revenge is _not_ the right way," Tony said firmly. "A hero should _never_ even think about that—not if he has to. Not if it's not necessary. If one were to control revenge—control it—but not use it, well," he chuckled dryly. "Things would be different."

"But you don't understand! He _took_ everything away from me! He took what I stood for. I gotta stop him. If I don't, he'll hurt more innocent people and I can't let that happen," Peter shut his eyes tight then opened them. "You don't know what's going on out there!"

All of a sudden, a dark serious look settled upon Tony's face. "I don't?" he whispered dangerously. "I _don't_?! For Pete's sake, Peter! I know _exactly_ what's going on out there!" he roared. "I know what Mysterio has done to you but you can't let dark emotions get the better of you! You're better than this. You're better than _him_."

"THEN WHAT AM I SUPPOSED TO DO?" Peter felt like screaming. "I CAN'T JUST SIT HERE AND DO NOTHING WHILE SOME MANIC IS BEING ON THE RUN!"

"MY DEAR BOY, DO YOU NOT USE ANY COMMON SENSE? YOU'RE GOING TO GET YOURSELF KILLED!"

If anyone heard them, one might be thinking that they were playing scream-as-loud-as-you-can game.

Peter glared at him as a flashback came into his mind.

" _When will you realize, Parker, that men like Stark just doesn't care about us?"_

Peter drew in a sharp breath as he realized that in some ways, Mysterio was right.

"You don't care, do you?" Peter replied as he trembled a bit.

Tony gave him a startled look, staring at him with an incredulous look. "Excuse me?"

"You heard me. You just don't care."

"Of _course_ I care!"

"Then why don't you let me!?"

Tony drew in a sharp breath. "Because…" he replied through gritted teeth. "I don't want to lose you."

Peter narrowed his eyes. "That can't be the only reason, is it? There's more but you're just not letting me in like always. You think I'm not experienced, is that it?"

"You're more than capable."

"Then why don't you _let_ me? You need to let me go."

Tony winced as Happy's words echoed into his mind. _"If you don't tell him what you had discovered about this Mysterio, then you could lose him forever. You'll lose his trust."_

 _No_ , Tony refused. _He doesn't need to know just yet._

Peter gave a small scoff as he started to back away. "Right. Now, I understand everything."

With that, Peter turned around as he ignored Tony's call. While exiting, Peter kept his eyes shut tight, feeling the hot tears rolling down his face.

* * *

Peter sighed, staring at the floor. Even the storm had passed, it still had a gloomy atmosphere; heavy clouds of grey swirled in the sky as rain fell down. Tony had no right, telling him what to do and what not to do. This was his battle—not Tony's. If it was, then it would be different. Peter ran his hand through his hair, frustrated. And to make matters worse, he hasn't seen Ned after Peter got thrown to jail.

The sound of the door being opened snapped Peter out of his thoughts and he scrambled up, turning around only to see who it was.

"Ned!" Peter cried out, running towards him.

Ned took a step back which made Peter halt in his tracks, being hurt.

"Stay away from me," Ned said quietly.

Peter sighed. "Ned…that wasn't you. Mysterio was controlling you. You didn't—"

"I do know, is the fact, that I've sent my own friend to prison for something he never did."

"Ned, please don't do this to me. I forgive you. Just…please…" Peter pleaded. "You weren't yourself. Don't blame yourself."

Ned stared at Peter who looked at him so desperately, it made his heart break. He hesitated and sighed, bringing his head down with a bitter look on his face.

"Fine," Ned replied. "But the minute I start to change, you have to let me go."

Peter wrapped his hands around his waist, bringing his head down. He felt a heavy pull in his chest which made him harder to breath. He was losing everyone.

"Alright," Peter agreed quietly.

And he hated himself for making the decision.

* * *

A knock on the door interrupted Captain Stacy's train of thoughts and he placed down the newspaper.

"What is it?"

"Sir, I had completed the task you had requested me to do so. Only you and I know of the status."

Stacy whirled around and stared at Smith. "Well? What did you find?"

Smiling a little, Smith walked in the room and closed the door. She then placed her laptop on the table and images of the web was shown on the screen.

"The original Spider Man's webs are made out of nickel-platted annealed brass that is a shear-thinning liquid. However, it is virtually solid until a shearing force is applied to it, rendering it fluid. The exact formula is unknown but the closest material that can be related is nylon."

"So…how long can it be in the air? Surely, there must be some kind of a time limit."

Smith nodded. "While the web is strong, it will start to dissolve after one or two hours simply because the imbibed esters causes the solid form of the web fluid to dissolve into powder."

Stacy made a thoughtful look as he registered the information. "So that's the reason why more than half of our criminals are nearly impossible to be freed from the webs."

"Yes."

Stacy stared at the images, being in a trail of thoughts. He always assumed that something happens to the webs. Back then, he didn't know the actual answer but after a bit of analyzing and research, he now knows the answer. Stacy frowned as he thought back to the other 'hero'. They had failed something. Failed to _see_ something. The new hero's web doesn't dissolve like the original Spider Man's web. Stacy grinned a little; he always knew he could trust the original Spider Man.

The _real_ hero.

And in all honesty, it's actually quite clever. That is the one thing that could be distinguished from all the wannabe Spider Mans. No matter how hard the villains try in attempt to be Spider Man, they could never replicate the exact formula.

They could never _truly_ be the original Spider Man.

Stacy smiled, leaning against the chair as he was satisfied with the results.

* * *

"Settle down," Warren replied silky as he walked in the room. "Today, it is a very important session. However, I must warn you that those who are not here today will _not_ get a chance to have this lesson again as it will not be repeated."

Warren scanned the classroom like a hawk before he continued. "Right then. Turn to page 300."

Raising an eyebrow, Peter pulled himself up as he shifted the book to be in front of him and started to flip open the book, going to the given page. He gave a glance at the professor before having his eyes land on the chapter though a frown was on his face.

The title was staring back at him, reading _The Butterfly Effect_ and that got the students to give a questioning look.

"The Butterfly Effect?" a girl questioned.

Warren nodded. "It's quite a fascinating topic, believe me."

"But isn't the Butterfly effect used for weather predictions?" Peter asked.

Warren's smile twitched a little. "I believe I _am_ the professor here, Parker and if you have questions, you'll raise your hand."

Few students sniggered as Peter glared at him when Warren turned his back on him in order to face the white board.

"Nevertheless, Parker is right. However, since it got so popular, we were able to use the Butterfly effect in science as well. So it became more of a metaphor if anything. It was discovered by Edward N. Lorenz who was an American meteorologist. He came up with the idea to highlight that small changes can have large effects. For example, if a butterfly flap its wings in New Mexico, that would mean that a hurricane could come to China. Even though, it may take a long time, the connection, however, is real. If the butterfly didn't flap its wings at the right time in space and time, the hurricane would not have happened."

Another girl snorted with disbelief. "How can a mere butterfly cause a hurricane? That's…just…strange. I mean, like there's no _way_ that one of the most gorgeous creatures can cause drastic effects."

Warren smiled a bit. "Believe me, Swan, it can."

Peter rolled his eyes, skimming the texts as he thought he could've sworn that a debate would come. If it didn't happen today, it would happen sometime.

"There is one other theory that is connected to the Butterfly effect which is known as the Chaos theory where it teaches us to expect the unexpected. It is practically the science of surprises of the nonlinear and the unpredictable."

After Biochemistry had ended, it almost left most students quiet and not to mention, that they had gotten homework by creating a chart and making predictions. It may be fun though, Peter thought but on the other hand, it may not although he thought that many people had taken the butterfly effect just a bit too serious.

Either way, Peter agrees that the Butterfly effect is not a great method to predict weathers and such. And so, Peter and Ned found themselves in the study hall as Peter explained the Butterfly effect.

"So…you're basically making weather predictions using the 'Butterfly effect'?" Ned asked blankly. "And whenever a butterfly flap its wings, something terrible will happen…?"

"Yeap. Our predictions are supposed to be realistic which I have no idea on how to do it," Peter muttered as he took out his laptop.

"Why don't you make stuff up? Surely, it can't be that bad."

Peter made a thoughtful look before grinning. "Right and you're gonna help me."

"And sometimes I wonder when Ned will stop giving you suggestions because it usually ends up you being in trouble."

The two looked to the right and saw Michelle, joining them as she opened her stack of books. Apparently, even in the photography department, the teachers decided that loading students with tons of homework is a great idea to be occupied.

Ned snorted. "My suggestions doesn't have Peter get in trouble."

"Right," Michelle muttered. She peered at Peter's textbook with a questioning look. "The Butterfly effect?"

"Where small changes can have bigger effects."

Michelle snorted. "It sounds as though you're advertising something…"

Peter grinned. "Right then. What shall my first prediction be?"

Ned's eyes lit up with excitement. "Oo! How about if a butterfly flap its wings—at least, that's what you told me—there will be a…tsunami in Japan."

"Okay," Peter's grin grew wider.

"You guys are terrible," Michelle replied.

"And…there'll be a…fire in Manhattan," Peter said, scribbling it down.

Michelle gave them strange looks before she went back to her own business. Boys will be boys, she thought.

"And…there'll definitely be darkness in Manhattan though people will suffer," Ned paused. "Mainly you."

Peter looked up. "Why me?"

"Well er…uhm…because you're Spider Man?"

Peter scowled. "Gee thanks," he muttered. "Anyways, uhm…Manhattan will probably come off worse in a battle or something."

They continued to make predictions though it grew more tragic

"Ahh…how about an earthquake in uhm…Lao?" Peter replied.

Ned paused. "Do Lao even have earthquakes?"

Peter made a thinking look though he shrugged. "Uhm…sure? Wait…where is Lao anyways?"

"Er…southern India…?"

"Southern China, Ned. _China_ ," Michelle corrected which made Ned roll his eyes.

"Well, I apologize for not spending my free time by watching Google maps."

And they resumed making predictions for another half an hour until Peter claimed that he was done.

"I wonder what Warren would think of the predictions," Ned wondered.

Peter shrugged. "He'll probably say that it's unrealistic but whatever."

Michelle shook her head. "Gee…this will probably be a bad year for Manhattan then," she frowned. "Seriously? Large heavy hail—the size of golf balls—will hit Tokyo? How is that even realistic?"

"It's a erm…prediction?" Peter stated as he closed his Biochemistry book.

"Right then…" Michelle muttered.

Nevertheless, Peter managed to finish all of his homework though it made him be tired as he began to pack his things.

"I'm going to bed," Peter announced as he slumped his backpack on his shoulder. "See you in the morning."

 **Author's Note:** Heh, the predictions were actually fun to write XD but now, Tony and Peter are in bad terms but they will eventually pull through…right? And I swear, writing the Butterfly effect—from what I understood—made my hurt… Dx I think I need to watch the movie to understand it just a bit more but I RESEARCHED! Anyways, what happens next? Find out! Toodles!


	15. The New Hero

**Shout Outs:** Thanks to MythologyStar for reviewing the story.

* * *

Chapter 15: The New Hero

Early next morning, Peter found himself dressing in pale dawn light while reading the newspaper of the Daily Bugle. He scowled at the latest article and half of him wants to rip the paper and chuck it out the window for a rubbish story. More than of the public—the ones who _originally_ supported the original Spider Man—have now switched in supporting the other 'hero'.

However, on the other side of the paper, news of the original Spider Man breaking out of the prison had also been spread out which made the public be more aware. Sighing, Peter chucked the paper away as he wondered why he was still reading the newspaper even though it was garbage. Peter had no respect for Jameson whatsoever and he won't have anytime soon. Not unless Jameson starts to see that Spider Man isn't so bad.

In the end, this 'new hero' disgusts Peter. On the other hand, he still hadn't heard anything from Tony but yet again, why should he care? The argument what they had told Peter everything which, in truth, hurts Peter. He hoped that Tony had good intentions and that he would come clean.

Peter glared at the headline which read _Manhattan's New Hero_ as though it was its own fault for having everything go downhill.

Nevertheless, Peter headed for his classes while being amused in thoughts, wondering what Warren will think of his predictions since he has him in the afternoon. Grinning, Peter headed for Chemistry as that was the first class he had on Thursday morning.

Of course, Peter was right. Warren didn't found Peter's predictions realistic which as a result ended having Warren flunk him on the homework.

Scowling, Peter muttered under his breath as he was vaguely paying attention to the class. All he got was the DNA and that was it.

"...and he flunked me," Peter pouted.

Michelle chuckled. "Of course he would flunk you. Those were some of the most ridiculous, unrealistic predictions I had ever saw."

"But I worked like crazy on them," he complained. "I told you he doesn't like me."

Michelle sighed. "What a tragedy..."

"Ooo well, well. What do we have here?"

Peter groaned. He really wasn't in the mood to deal with _him._

"Go away, Flash. Go bother some other poor unfortunate soul."

Flash grinned evilly as he pretended to think. "I could do that...but it's so much fun bothering you."

Peter snorted. "How honorable it is for me," he replied sarcastically.

"In fact it is."

"Don't you ever get tired of being a bully? Or is that the only thing you could do?" Michelle snapped, glaring at him.

Flash rolled his eyes as he gave a glance though this made Peter eye at him suspiciously, wondering what move does he have up his sleeve.

"Just think of this as a small reunion. We haven't seen each other since graduation."

"I'm surprised you even graduated at all," Peter muttered though Flash sneered and he came close to him.

"I'm not the one losing all the support you once had," Flash grinned slyly which made Peter curl his fists in anger.

He was ready to punch the living daylights out of him.

"Better shape up, Parker, or no one will take you seriously."

Peter glared at him before he shoved him out of the way. "We're done talking," he said harshly.

But as Peter was walking (Michelle was following behind him), he heard Flash's voice calling out.

"You can't never be the person who you really want to be if you keep this up," Flash shouted.

Michelle frowned as she finally caught up with Peter.

"What did that mean?" she questioned though Peter closed his eyes tightly.

"Nothing."

Michelle huffed as she scowled before she decided to walk up front, stopping Peter in his tracks. Peter gave her an annoyed look.

"Really Mary—Michelle. I'm not in the mood," Peter argued.

"You're never in the mood for anything!" she exclaimed. "I trust you, Peter, I really do but I can't help you if you keep pushing me away. If you keep pushing _Ned_ away. Every _time_ I see you…it's like you're a completely different person!"

"That goes without saying."

"I'm being serious, Peter! What happened to you? What happened to the boy who used to be so carefree?"

Peter glared sternly at her. "He died."

There was a thick silence that settled between two. Michelle began to breathe heavily as she didn't want to hear what he just said. She didn't want to _believe_ what she just heard.

"That's a lie," Michelle whispered before she pushed him out of the way, walking out of sight.

Peter sighed as he stared miserably at the ground. He hated that he had agreed with him. Flash _does_ have a point.

He was losing his touch and he was losing everyone.

And here he thought he would have a better year in University than he did at high school.

* * *

All throughout this week, the news hadn't stopped talking about the new saviour which made Peter be irritated, grabbing the newspaper tightly and Ned was sure he looked like he wanted to rip it up.

"I'm sick of it," Peter exclaimed, one afternoon as he was furiously trying to dress up. "The public is praising the _wrong_ hero when it should be _me_. He's messing up my life, taking everyone _away_ from me—"

"Peter," Ned said.

"—He's _crossing_ the line—"

" _Peter_ —"

"—and the next time I see him, I'm going to punch the living daylights out of him!"

"PETER!"

"What?!"

"Your clothes are on the wrong way!"

Peter looked down and saw that his clothes was indeed placed in the wrong way. In some odd reason, Peter managed to put his shirt as jeans and his jeans as his shirt.

"Oh…well then…I'll…I'll go change."

Ned snored. "You think?"

After a few minutes, Peter was properly dressed though Ned was highly amused. Just as Peter plopped himself on the bed, a knock came on the door which made Peter groan.

"Could you grab that, Ned?"

Ned rolled his eyes as he got out of the chair. "Grandpa…"

He opened the door only to reveal that it was Cassi who smiled. "Hi er—"

"Ned."

"Ned. Wondering if Peter's here?"

Peter froze in his spot, instantly recognizing the voice and Ned gave a glance at Peter who was frantically waving his hands to indicate that he wasn't here. Of course, Ned grinned slyly and ignored him.

"Yeah, he is."

Peter's jaw drop with disbelief as he stared at him.

"Okay. Well, I'm just wondering if he wants to do something today."

Ned nodded, grinning wider. "Yeah, he can do it. He's not busy."

"Great! Tell him to be ready in five minutes and to meet me at my door."

With that, Cassi left and as Ned closed the door, a pillow struck him from the side of his face.

" _Oof_ —the heck is that for?" Ned exclaimed, catching the pillow.

"REALLY!? I _don't_ want to go out with her!" Peter exclaimed.

"Oh yeah? Why not?"

Peter paused. "Er…I've got homework and plus, I've got that stupid enemy to go after! Ned, you're a horrible friend."

Ned chuckled evilly. "Take it a look at this way: at least you will finally have a girl in your life that won't run away from you," he smiled gleefully only to have another pillow struck his face.

And of course, Peter had found himself hanging out with Cassi with a bored look on his face.

 _Shopping_ , Peter snorted as he scowled. _Out of all the things…she picked shopping. And how long does it take to try some clothes?_

Peter had been sitting on a seat in the fitting room lounge, waiting for Cassi to show up. He groaned as he slumped further down, being tortured to death. In all honesty, he would rather fight the dumb villain instead of being here. He sighed as he stared around in attempt to try and entertain himself, however he could.

"Okay, I think I made my decision," Cassi's voice snapped him back to reality.

Peter breathed out a sigh of relief. "Finally."

"I think I'm gonna go with this red dress," she opened the door and showed the dress she wore.

Peter gaped at her as he stared at it. It was actually a very pretty dress, going up to the knees. It was a lace backless dress with a rounded neckline, the sleeves reach up to her elbows. The back of the dress had a looping closure at the neck, forming a triangular cut-out.

"Uh…sure…" Peter replied awkwardly.

Cassi smiled as she went back in and a few minutes later, she got out and carried the red dress.

"Are we done yet?" Peter asked as they exited out of the store.

"No, not even close. I need some new lingerie."

Peter groaned. "Man, I'm not going into another girl's store."

"Oh come on. Please? I won't take long. Only for a few minutes."

"Famous last words," Peter muttered. "And where exactly are you gonna get lingerie?"

Peter snorted, scowling. He had to ask, didn't he? A second later, he found himself, walking around with Cassi in Victoria Secret. He kept his eyes shut tight as he pretended to punch the living daylights out of Mysterio.

 _One punch…two punch…_

Peter mentally counted how many punches would satisfy him until they were out of the store.

 _This is embarrassing. This is even worse than having my dad feeding me worms as a cruel joke._

"Are we done yet?" Peter whined, wanting nothing more than to get out of here as fast as possible.

"Almost."

"But you said a few minutes and it's already passed that."

Cassi giggled. "Trust me. We're almost done."

Sure enough, half an hour, they were _finally_ done and Peter couldn't be any happier since he practically sprinted out of that…place. And he hoped that he wouldn't have to go there anytime soon. Needless to say, the two finished their evening off by going to a nice restaurant where Cassi was wearing her new red dress. Even Peter decided to be dressed up, wearing a black and white tux.

The restaurant held a warm atmosphere with candles for each table that were covered in white table cloths. Soft, violin music was playing as the chattering filled the room. Many waitresses and waiters who were all serving the people, either writing down their requests or bringing their dinner.

Peter still hated Ned for even pushing him to hang out with Cassi but surprisingly though, the whole day turned out to be rather nice despite the fact that Peter had to go to a…lingerie store. That part still disturbed him and he hoped that he would never have to encounter it again. _However_ , Cassi wanted to go to buy some bikinis but Peter intervened, instantly bringing down an idea to spend the rest of the day at a restaurant.

"Thanks for the evening, Pete. I really had a nice day," Cassi said as she drank red wine out of her glass.

"Um…yeah. No problem," Peter replied as he gave a glance around the room.

"But I hope the evening would end in a better way," Cassi grinned slyly as she brought her foot towards Peter's leg and the mere touch made Peter jump with discomfort.

"Er…next time, maybe."

Cassi giggled, grinning. However, all of a sudden, the restaurant suddenly went into a silence mode which gained Peter's attention as he wondered what was going on. Almost immediately, there were excited whispers around the room and it didn't took a shrink for Peter to recognize who it was, or the excited voice from Cassi.

"Peter, it's him! It's Spider Man!"

 **Author's Note:** Oh dear…'Spider Man' making an appearance…that can't be good. Or is it…? And what better way than to hurt a man's pride by dragging him to a Victoria Secret store? Gehehe…I swear Cassi's getting on my nerve…or is that just me? So yeah. I missed my deadline…again (June 8th was when I was supposed to finish the story) so I'm going with my alternate date: June 20th; smh, I think there's too many distractions around my house and my life…most of the time, I type the story at work on my phone XD geh…What happens next? Find out! Toodles!


	16. Riddles and Fiddles

**Shout Outs:** Thanks to Sonar and MythologyStar for reviewing the story.

* * *

Chapter 16: Riddles and Fiddles

Peter drew a sharp glare at the newcomer as he tried not to lunge at him and beat the crap out of him.

 _That's not him. Wake up, people. Can't you see that it's not really him?_

"It's Spider Man!" Cassi said excitedly. "Oh, this is wonderful!" she rummaged through her bag and got out her phone. "Spider Man!" she cried out.

Peter rolled his eyes though he used this chance to quickly slide out of his seat and headed towards the opposite direction. Peter smiled at one of the waitresses as he pretended to head towards the restroom. He stopped and he glanced at both ways to make sure that it was clear. When it was, Peter briskly walked to an empty area where he could change into his alter ego.

Whatever Mysterio is planning, it isn't good. He wouldn't just show up randomly. Not without a cause.

Eyes narrowed, Peter quickly broke into a run, untying his tie and in a second, he was dressed in his Spider suit. Gritting his teeth, Peter released his webs and flung himself towards the ceiling, staying hidden in the shadows, crawling back to the area where he dined with Cassi before _he_ showed up.

"How is everyone?!"

There were cheers exploding through the room which made Peter growl as he crawled in the shadows (well, to where he could hide) of the ceiling. Peter turned his head slightly to the right where he heard Cassi's voice.

"Spider Man!" she shouted, trying to get through the crowd. "Can I take a picture with you?"

"Of course, my sweet," he grinned behind the mask.

Peter made a silent gagging noise as he watched the two taking a picture. He _certainly_ didn't acted that way…did he? Peter paused in thought before shaking his head, assuring himself.

Nah.

"I must go, my friends. I hear distress calls and I must aide the trouble. It was lovely to meet you," he shouted.

As 'Spider Man' began to take his leave, Peter frowned. What was the point of having him coming here? Growling, Peter (without thinking) made his move by swinging towards the fake web crawler. All of a sudden, there were commotions and gasp which made the other Spider man turn around and saw the real one heading his way though this made him grin.

However, Peter made a kick which sent the imposter smashing through the window, having the shards of glass fall. People screamed as they scurried out of the harm's way but Peter ignored them as he was too busy focusing on Mysterio.

"You liar!" Peter yelled as he tackled Mysterio from the air. "How dare you take my place!"

"Ohh, your place?" Mysterio sneered. "You mean the one where the public lost faith in you?"

Letting out a rage of yell, Peter released his webs that got attached to Mysterio and he swung him around so that he smashed into a nearby building. Filled with anger, Peter used his web rush mode to quickly crash into Mysterio who didn't have a chance to react.

Unfortunately, there were people in the building who ran away from the battle.

"What's the matter?" Peter growled. "All my tricks and powers and you _still_ can't use them? You're a fraud!"

Mysterio cackled. "Oh but you see, I'm saving that and you'll soon find out! Look at it this way: this is the calm before storm."

Frustrated, Peter used a nearby table and he threw it towards Mysterio who dodged it. Mysterio flew towards him in attempt to attack him but Peter dodged it. However, Peter widened his eyes as he saw Mysterio throw an object at him and smoke came out of it which made him cough. But, Peter reacted slowly since Mysterio emerged out of the smoke and delivered a blow at him, causing Peter flew out of the window.

Gasping, Peter quickly released his webs clumsily but he managed to land on the ground though he skidded. He narrowed his eyes, staring ahead. That was odd. Why didn't his Spider senses buzzed on?

"Freeze! Put your hands up where I could see them!"

Peter sighed, turning around slowly as he saw cops coming on him and he slowly raised his hands up.

"Hey guys. How's it going?"

"Not too smooth for you, is it? Surrender now!"

"Oh please. What are you going to do me? Fire a bullet?" Peter laughed.

Growling, the officer pressed the trigger and the bullets came out of it which had Peter dodged them. However, as the pellet went past by him, it struck a fire hydrant that was behind Peter, earning a loud _bang_ that got Peter's attention. He turned around to see the top flying off its spot and water sprouted out of it, creating a large puddle though it also got some on Peter.

Peter narrowed his eyes as he just now realized that Mysterio was gone.

* * *

"Can't believe you ditched her," Ned muttered. "Some date you are."

"Would you knock it off?" Peter snapped as he wrapped a towel around his waist. Needless to say, upon his arrival, it scared the crap out of Ned and it took a few seconds to realize that it was actually Peter, drenched.

"I can't let that manic wander around anymore. I've got to stop him," Peter declared.

"How are you going to do that? I mean, you can't really go anywhere without the police being on you 24/7."

Ned has a point though. He needed a diversion. A distraction to get the police off his trail. But, as he thought about the event, his mind went back to when his Spider senses didn't buzzed on. There were plenty of danger, so how come they didn't went off?

"And something else is on your mind," Ned pointed it out.

Peter sighed. "It's nothing. I'm just wondering why my Spider senses didn't buzzed on when they should have. I was fighting Mysterio until he threw smoke at me…and that's where the sense stopped working."

Ned paused, going over what Peter had just before he shrugged. "Maybe there's something to do with the smoke? Maybe it has some abilities that could clog your senses?"

Peter stared him as he took the information in. Ned may be right. Maybe that's what happened. Before Mysterio threw the smoke, he was able to have his senses with no trouble but it wasn't until _after_ he threw the gas which caused problems for Peter.

"You have that thinking look," Ned stated.

"No I don't."

"Yes you do. I know what you're planning."

"Oh yeah? What am I thinking?' Peter challenged.

Ned smirked. "You're going to infiltrate the Avengers Headquarters which I think its very foolish."

"They're in Manhattan."

"That doesn't matter Pete but hey, it's your funeral."

Peter rolled his eyes but Ned spoke.

"By the way, I think you should apologize to Cassi for ditching her."

Peter groaned as he realized throughout this talk, he had completely forgotten about Cassi.

"I don't wanna do it."

"Technically, she's still your date."

"Only because you set me up," Peter glared at him though he drew in a sharp breath as he walked towards the door. " _This_ is gonna be my funeral," he muttered as he exited out of the room.

"Have fun!" Ned chirped delighted.

Peter paced back and forth as be wondered how he was going to tell Cassi. He stared at her door, inhaling a breath.

 _Um...hey Cassi. Remember last night? Yeah er sorry about leaving you. I had some things to do._

Peter snorted. That was a pathetic excuse. Maybe if he brought her some drink that would just _maybe_ make her feel better?

Peter shrugged and hoped for the best as he began to knock on the door. Sure enough, Cassi was the one who opened it but the minute she did, she instantly gave her a glaring look which made him wince and he prepared himself for the worst.

"HAVE YOU HAD ANY IDEA WHAT YOU JUST DID TO ME?" she screamed.

Peter winced. He knew this was gonna happen.

"But-"

"I WAS WONDERING WHERE YOU HAD GONE! NO TEXTS, NO CALLS! YOU LEFT ME!"

Peter cringed as he gave a glance. Of course there had to be people now. Quirking an eyebrow, Peter pushed Cassi in as he walked in, closing the door.

"Don't touch me," she snapped as she yanked her arm away.

"Look, I'm sorry. I had to go do some things..." Peter replied but his tone was weak.

"I don't care," Cassi replied angrily. "Give me one good reason why I shouldn't throw you out the window."

This time, Peter exploded.

"Do you know why?! So far, through my year, it was shitty! I thought it was going to be better than high school but it wasn't! I'm dealing with things that I can't tell you."

"And why not?"

"Because it's dangerous!" he exclaimed. "You don't understand so don't bother doing it-"

SLAP!

Peter inhaled sharply as he felt a hot stinging pain across his now red cheek. He lifted his hand, touching it and he glowered slightly at her.

"You think I can't take it?" she whispered shakily.

Peter went silent.

"What kind of a girl do you take me for?" she screamed. "Whatever you're hiding, I can handle it!"

"No," Peter glared. "You can't and that's final. We're done."

Cassi stared at him with shock. "But-"

"Look: We weren't even dating in the first place. I got hooked up with you because of my friend. Do you know the harsh truth?" Peter laughed harshly. "I didn't even _wanted_ to go out with you."

Cassi trembled and she blinked away the tears that were brimming at the corners of her eyes.

"Get out," she whispered. "Get out!" she exclaimed.

Peter stared at her with a hard look before the corners of his mouth curled into a sneer.

"Gladly."

With that, Peter stormed off and slammed the door shut which left Cassi alone. When he was gone, Cassi slid down the wall and sobbed.

* * *

"So, that's that? You guys ended?"

"We weren't dating to begin with. You practically dumped me on her and now I'm the bad guy," Peter replied miserably. " _Again_ ," he muttered as he took a sip from his drink.

They were in a club. This one wasn't as big as the one where Peter and Cassi had went and the music wasn't too loud which was a bonus. It was a medium size with a bar counter that was filled with people, requesting their drinks as they sat down on the rounded stools while most of the people were sitting at other table that were spread throughout the room.

"Well at least you came clean," Michelle pointed out. "She…was a bit irritating in all honesty."

"You don't know the half of it," Peter muttered. "Man, I was looking forward for this year at University and instead, what did I get? I got labelled as a _criminal_ , Mysterio messes up my life and all I want to know is that I want it to stop!" Peter exclaimed indignantly.

"And you will stop him," Michelle said. "You just…need to set your priorities right. You can't just blindly go in and expect a victory. That's not how it works."

Peter scowled, taking another drink. "What do you know?"

Michelle glared slightly. "I know a lot more than you think."

Ned cautiously stared at Peter who took yet another sip. "Uh…how many drinks did you have currently?"

"I don't know. I'll have as many as I want as long as it washes away my sorrows," Peter mumbled.

"Well that can't be good…"

Michelle snorted. "If he gets drunk, I'm not taking care of him."

A while later, Michelle sighed as she shook her head, staring at Peter who, of course, got drunk.

"Damn and I thought you were better than him," Michelle said.

Ned scowled. "What's that supposed to mean?"

"And… _hic_ I'll fight him until I bring him to Justice for I am Spider Man!" Peter giggled. "And we shall rule the city with my awesomeness _hic_ since I'm spectacular _hic_ and we gotta stop him…"

Ned stared at him blankly. "He has no idea what he's saying, does he?"

"Nope."

"And let's goooo fight him…teehee…"

Michelle shook her head. "Well, at least he drank away his sorrows."

Ned looked troubled as he stared at Peter. "Where are you going?"

"I think…my name had been called…heehee…I need to stop him… _hic."_

Michelle glared at him firmly. "The hell you are! You're not going to go and besides, I didn't hear anything!"

"You guys are primitive," Peter giggled which made Michelle quirk an eyebrow. "And I need stop him…some bad guy are ruining the streets of my town. _No one_ shall taint them…"

Ned sighed. "Well aren't the bad guys going to be in for a surprise?"

After much arguing, Peter left to do chasing much to Michelle's annoyance and to Ned's concern.

"Honestly, why should I care if he gets killed?" Michelle replied irritably. "It'll be his own damn actions that'll get himself killed. Screw him."

Ned sighed as he wondered how he always ends up in these kind of situations.

And as for Peter, he was already out though it was late in the night. Peter grinned silly as he released his webs. After a few tries, Peter grabbed onto the web and swung himself in the air.

"Whee! I'm gonna choo ge' you!" Peter cried out.

Peter wobbly landed on the ledge of the building as he stared down below. He grinned when he saw three thugs running down the alleyway. With that, he fired his webs before landing on the ground.

"Ha, stop!"

The thugs halted in their tracks with their eyes wide before smirking.

"Lookee guys, it's Spider Man," one of the thugs said.

They laughed. "What are you going to do us? Web us?"

Peter glared before he released his webs though this one failed miserably as it went past by the thugs, hitting the ground. Peter chuckled nervously as the brutes stared at him, raising an eyebrow.

"Well…that went…swell…" Peter felt his words slurred.

However, the main thug titled his head to the side as he studied the web crawler. Something about him seemed off which made him grin. The thug dropped the bag on the ground as Peter went in his fighting stance and the criminal went towards him with charged fists at his side. Peter widened his eyes as he ducked down to avoid the blow before Peter decided to release his own webs which failed yet again.

"You can't aim properly, can you? Ha, you're no so tough!"

Peter charged towards him as he tackled him to the ground, punching him in the face. If he can't shoot webs then he'll do this the old fashioned way….however, he could. His head felt dizzy and his movements weren't in synchronization as they were all over the place. Peter groaned as he staggered up, going towards the wall as he placed his hands at the side of his head, cringing.

His head was pounding badly.

Seeing as Spider Man was stalling for a bit, the second thug took this chance to tackle him down and delivered a punch across the face. Growling, Peter managed to get the guy off as he flipped him over but the third guy was quick and did a blow to the stomach which made Peter drop to his knees, gasping for air. He felt blood trickling down on his nose but as he got up, for just a brief second, Peter was able to stop the third guy's arm before he flipped him over.

Even though it was clumsy, Peter used his webs to grab hold of a garbage can to swing it across the second guy's face who stumbled to the side. However, the main guy then tackled Peter so that he pinned Peter to the wall in attempt to give a few punches.

"You're not as tough as you once were," the first thug laughed nastily as Peter slumped to the ground, his vision going out of order. He could hardly take another blow.

The thugs laughed before they took off with their things, leaving Peter alone.

Peter groaned as he winced, pulling himself up before he extended his hand out to fire his webs. This would be the fastest way even if he couldn't properly see.

 _I must…go…_

He eventually swung into the night, automatically headed towards the open window of his dorm where he climbed in, staggering as he did so. He fell to his knees before forcing himself to get up. He was surprised that he even managed to swing himself using webs but he ignored that fact as he stumbled forward, not really having a targeted spot to go to. In the end, he ended up going to the bathroom, fumbling with the curtains of the bathtub; he needed to wash the blood off.

But it was getting too much for Peter as he stumbled over the tub and fell into it, sprawled out, dragging the curtains with him. Peter winced as he closed his eyes shut tight until he eventually succumbed into darkness, falling limply.

Meanwhile, the sound of the door got opened which revealed Ned who closed the door. He sighed, walking towards the open window in order to close it. He was tired, needless to say and a nice way to end this day was to get himself in the shower. He still needed Peter to come in since he hadn't saw him after he left and it worried him.

Biting his lip, Ned grabbed his towel and slung it over his shoulder as his mind began to think about Peter. He really wasn't in a good shape and when he went to fight off the criminals was such a bad idea. He could get himself killed.

Ned shut his eyes tight as he entered the bathroom before opening them as he switched on the light.

 _Where are you Peter?_

He then went towards the bathtub, opening the curtains. However, the minute he looked down, he screamed.

"OH MY GOD! PETER!"

 **Author's Note:** Aei…I feel like as Spider Man, we're making all the wrong choices here…or is that just me? What happens next? Find out! Toodles!


	17. Frustrations

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to Nindragon for reviewing the story.

* * *

Chapter 17: Frustrations

Peter groaned as he fluttered his eyes open. He cringed as the bright sunlight filtered through the room, lighting up the dorm. For a brief second, his vision was out of order but it got cleared eventually. He cringed at the pounding headache though for the moment, Peter didn't moved. He simply laid on the bed and stared at the ceiling—

Wait, bed?

The last thing he remembered was falling to the bathtub and succumbed to darkness. How did he got to the bed?

"Goddamn it. You're bloody awake."

The voice snapped Peter back to reality as he slowly turned to the right, letting out a breath as he stared at the person.

"Ned…" Peter muttered.

"Seriously, you scared the crap out of me when I came in here. You passed out in the bathtub and you were all covered in blood. What happened?" Ned whispered.

"It's nothing," Peter mumbled as he pushed himself up only to wince as he remembered the aches and the pain that shot through his body. He grunted as he wrapped his arm around his waist.

Ned shook his head as he got up. "That's it. This is the final line. I'm calling in Tony."

Peter widened his eyes as he got out of the bed, ignoring the pain. "No, don't. I can handle!"

"Right because you totally showed that. Peter, I'm scared for you! Almost every time you come here, you're in a bad shape. I'm calling him."

Peter watched him as he searched for his phone. Inhaling a sharp breath, Peter stuck his hand out and webs came out so that it was glued at Ned's hand, preventing him to even touch his phone.

Ned sighed. "Peter…"

"Don't call him, please. I…I'll find away. I'll be more careful—just don't call him."

Ned stared at his friend who was desperately asking, desperately waiting for Ned's answer. Ned bit his lip before he groaned.

"I must be an idiot of a friend," Ned muttered. "Fine. Fine. But if you die on me, it'll be your funeral and don't expect me to come," his eyes landed upon the web. "Get…get me out of this thing."

"Uh, right. Right."

The fact that Peter wished he could do some patrolling around the city without being caught seemed not relevant at this time. He had been so busy with schoolwork which also meant having the idea to break into the Avengers Headquarters slip out of his mind.

And so, one sunny afternoon, the trio found themselves in the library, studying for their upcoming mid-terms which was three weeks away but Michelle insisted that they start studying right away. They spent their day, color-coding the important notes and such.

"But the mid-terms are only three weeks away," Ned complained, pushing the books away.

" _Only!_ I should've started doing this a week ago! What was I thinking?!" Michelle exclaimed, reading the texts. "And besides, you need to pass these and the final exams if you want to go into your second year."

Ned sighed, pulling back the book and resumed reading. Michelle eyed Peter who seemed to not even focus on notes.

"As much of a genius you are, Peter, this also applies to you."

Peter rolled his eyes. "Put a sock in it."

Peter was still surprised that Michelle was even talking to him at all. He thought she wouldn't, considering what he did yesterday though he supposed that maybe Ned had cooled her down. Either way, Peter wasn't concentrating at all. The sound of the papers being ruffled earned Peter's attention as he watched Michelle packing her things.

"Where are you going?" Peter asked.

"I've got a meeting in about fifteen minutes that I must attend. I have to put a hold on my studies only for the time being. See you soon."

Peter nodded as she left though as soon as she left, Ned pushed back the book.

"I think I'm gonna call it quits. I'm going around the campus. Want to join?"

"I'll pass," Peter replied.

Ned nodded. "Alright. See you later."

"Bye…"

Ned left, leaving Peter alone though it wasn't too soon where another pile of books slammed down at the table which made Peter jump with startle, snapping him out of his thoughts. He figured it was probably Ned or Michelle since he spoke.

"What happened? You forgot something, Michelle—"he trailed off as he realized who it was.

Flash smirked. "Thanks for calling me a girl," he drawled.

Peter glared. "Well the way you look, someone might mistake you for one."

Flash sneered.

"What are you doing here anyway?" Peter mumbled.

"I'm here to help you as much as I don't want to. You're going to suffer badly in the end."

Peter snorted. "I'm stronger than you think so I don't need your help. I'm perfectly capable taking care myself."

Flash raised one of his eyebrows with doubt. "Really now?" he lifted up a paper which immediately grabbed Peter's attention as he yanked off him.

"What the—"Peter stared at it. "That is bull! I wasn't myself yesterday and I didn't let them escape on purpose!"

Flash chuckled dryly. "Like I said, you're losing your touch."

"I am not," Peter insisted. "Now why do you want to help me? For what reason?"

"Well for one to not get yourself killed and two, to build up your body."

Peter scowled. "I'm perfectly happy with my body."

"That's not the point. You need muscles and you look like as though a strong wind could just sweep you off your feet."

"I do not look like that! You're talking to a guy who could pick you up and throw you across the street without breaking a sweat."

"Uh huh, you sure have me convinced."

Peter frowned, still not buying the reasons what Flash had told him. He had tormented him since day one back at high school and now he suddenly wants to help him? Was it because the fact he's Spider Man?

"So...you in or are you out?" Flash's voice interrupted his chain of thoughts.

Peter quirked an eyebrow as he had a small debate going on inside his head.

"I don't have all day."

Peter cringed as he wondered what was going on through his head when he answered.

"I must be losing it but fine. I agree," Peter muttered.

Flash grinned. "Great. I'll see you in the gym...?"

"Not today though," Peter said flatly. "I've got some stuff to do so tomorrow."

Flash nodded. "Alright. Tomorrow it is."

With that, Flash picked up his books and walked away, leaving Peter to wonder what was going on with him.

Nevertheless, as soon as Peter got back to his dorm only to find Ned watching TV, Peter told him the news much to Ned's surprise.

"Maybe he finally grew a brain?" Ned suggested. "Either that or there's something really wrong with you. Why'd you agreed with him in the first place? I thought you two were enemies?"

"So did I. But I guess we're...frenemies?"

Ned paused. "Must be."

However, Peter felt a strange sensation. Maybe the training session wouldn't be so bad. Sighing, Peter took out his books in hopes that maybe studying will take his mind off it.

But, seeing as how studying didn't work, Peter closed the book and placed it beside him.

"I'm going out," Peter announced.

Ned nodded. "Alright. I'd better see you before I go to bed."

Peter rolled his eyes as he dressed in his alter ego. Before heading out, he spoke as he sat on the window's ledge.

"Yes dad."

* * *

Knowing the route, Peter found himself in the building of the Avengers Headquarters. Usually, he would make himself right at him but things were different.

Once he found the place, he entered in after a bit of hacking and the lights flickered to life.

 _Alright, Tony. What are you hiding?_ he muttered in thought as he remembered the argument from before.

Peter felt that Tony _was_ hiding something but Peter didn't let on. He kept his thoughts to himself.

Seeing the computer, Peter began to hack away only to have the screen say _:_

 _"Access denied."_

Peter narrowed his eyes, staring at the screen. Someone decided to have an upgrade to.

"You know, you could've told me you were coming."

From the voice, Peter turned around to see Tony standing in front of the door.

"Although my hunches were telling me that I already knew you were coming," he said.

Peter narrowed his eyes. "Well then. There wouldn't be any reason to call you if that's the case because you had 'hunches'," Peter quoted around the word.

Tony quavered a smile before he walked in. He then pressed a button on the translucent keyboard and images flickered on.

"During your little…dilemma, I had taken the opportunity to study this villain. One thing's for sure, he's quite different than what he had before which makes him a challenging opponent. His powers seem quite advanced—"

"Only because he was a special effects person. He's using those to his advantages," Peter replied angrily.

"So I see you have done some research."

Peter shrugged. "More or less but I still need to know more. I still need to make a plan on how to defeat him. The more I know about him, the better chance I have to finally put a stop to him."

"I know we all want to stop someone but we can't just go blindly or otherwise, where would it lead us? You've got to plan carefully," Tony said. "But anyways, what we had found out so far is that Mysterio uses some kind of hallucinogenic gas that is emitting from his gloves and boots."

Peter frowned as he thought back to when his senses wouldn't work.

"So…are there any gases he developed currently?" Peter asked.

Tony frowned. "Perhaps. There is one similar gas to the present one. Why?"

"Nothing. It's just…when I fought him before, my Spider senses didn't work."

Tony paused in thought as he typed away on the keyboard in attempt to find something that would match Peter's description.

"As I said before, there is one that is similar. This gas appears to have the ability to cancel your Spider sense which makes you vulnerable at most point. In a way, he can use his gas to cloak himself and can use his sonar to detect objects and beings nearby."

Peter narrowed his eyes darkly. "He may have all of that but he is in no way Spider Man," he glared at the image that contained Mysterio. "What's with the helmet?"

"From what we had gathered, that would be his acrylic glass with a thirty minute air supply."

Peter gave him a disbelief look. "And just when were you going to tell me all of this?"

Tony tightened his jaw. "In all honesty, I was going to—"

"Yeah, I can see that," Peter muttered. "This stuff is important to me! Why would you keep it?"

"I didn't want to spread false information. I like to keep things straight. You know that."

"Yeah," he mumbled before getting up. "I've got to go. But please do tell me the next time you have something about Mysterio."

Tony made a small smile. "Of course."

With that, Spider Man released his webs and swung out of sight as Tony stared at him.

 **Author's Note: ** Ahh, Tony. When will you stop hiding? Heh…and woah, what's happening to Flash? Is he actually…changing? *le gasp* What happens next? Find out! Toodles!


	18. A Two-Way Scheme

**Shout Outs:** Thanks to MythologyStar for reviewing the story. Thanks to King of 2211 for following and favoring the story.

* * *

Chapter 18: A Two-Way Scheme

Peter grunted as he fell down to the mat. He groaned, shutting his eyes tight while trying to breath.

"Come on Parker. You're supposed to be better than this," Flash said as he crossed his arms over his chest.

"Go away, Thompson," Peter muttered. "It's five in the bloody morning and I want my beauty sleep."

Flash snorted. "Right because that villain will totally get you your 'beauty sleep'. Now get up. Go again."

It was true. The sun had just been rising over, casting its brilliant light of rays through the window, lighting up the arena. It showed a promise of a new day where Peter hoped it would be better, both for him and for Spider Man. By now, he would still be sleeping, being rolled in his blankets until he had to wake up. But no. Flash had to come to his dorm, knocking in the most obnoxious way he could. Needless to say, Ned wasn't too pleased when he found that it was Flash and moreover, Peter couldn't remember ever telling Flash where his dorm was.

So, Peter naturally came to the conclusion that Flash Thompson was probably a stalker.

"Don't you have like super enhanced Spider senses or something? Something to alert you about the danger?" Flash said as Peter got up.

Peter sighed. "Yes, I do and they're called 'Spider senses'. Not 'Super Enhanced Spider Senses'. I'm not Captain America…" he mumbled.

"What?"

"Nothing."

Flash shook his head as he got into a fighting stance. "Now, go again. Fight properly this time."

Groaning, Peter eyed his surroundings this time as he carefully planned out his tactics. So Flash wants to get humiliated? Fine. Grinning, Peter ran towards him but it all happened in a quick blur. Peter flipped himself over Flash and he released his webs so that it got attached to a chair. Peter swung it so that the chair began to fly towards Flash who dodged it by ducking down.

As Peter landed on his feet, he quickly jumped in the air to perform a twirl in the air then made a kick across Flash's face who fell to the ground, looking surprised.

"There you go. That's more like it. I expect you to fight like that when you're out at the field."

Peter rolled his eyes. Actually, he was just lucky that no one saw him releasing his webs out.

"I think that's enough for today," Peter announced as he began to walk away.

Flash narrowed his eyes. "So, that's it? Your first day of training and you already want to call it quits? You do realize, Parker, that this villain won't allow you to take a break at all? Every minute you do, the enemy will use this chance to pursue his goal."

"That's enough, Thompson," Peter said sternly.

"No, it's not! People _die_ every day and what do they think when they see that their _hero_ is not doing anything?"

"I'm _trying_ to do everything I can! You think it's _easy_ for me to have this kind of life?" Peter yelled. "It's not as easy as it seems! You forget that I'm just a kid in a University with shit tons of homework _and_ having this maniac messing up my life!"

"Well then. That's easily resolved. Stop whining and get your shit together and it's because you let him!" Flash exclaimed, shoving Peter roughly. "You _let_ him and that's why your life is upside down. Because _you_ can't take charge. When will you wake up, Parker, that you can't always rely on help? That sometimes you have to take the responsibility yourself?"

There was a thick silence in the room as the two of them breathed heavily.

Peter glared at him. "I've never asked for this kind of life. It just came to me. I've never gotten a choice to choose if I want to do it or not. So I apologize if I find this a bit of a burden to me."

Flash glowered slightly at him; their glares never left one another. "Funny; I've always looked up to Spider Man, admiring for the things he had done and now I realize, that he's just some whiny weak kid that takes things for granted."

"You think I _liked_ when my parents died? I wasn't even a teenager back then!" Peter roared.

"Then it's time that you fight back! It's time to show the world who you truly are. To show the world that you're not just some superhero with Spider powers but a beacon of light. A beacon of hope! _That's_ what the kids want to see. That's what _everyone_ wants to see."

Peter shut his eyes tight. "We're _done_."

Inhaling a sharp breath, Peter turned on his heels and walked out the door but as he did, Flash's voice echoed in his mind.

" _You can't never be the person who you really want to be…"_

Peter tightened his fists. He hated when Flash was right.

After the intense argument they had, Peter went straight to the showers that were located just around the corner of the gym. He let out a breath that he had been holding and sighed, allowing to have the cold water splash on his face. He then turned the water to warm, letting his muscles to have a chance to relax.

In all honesty, after a rough day, this was just what he needed. To be in the showers and just forget about today's events. Realizing that he needed to get out, Peter sighed and he took down the towel which he had slumped it over the top. He dried himself with it before tying it around his waist and stepped out of the showers where he was met with a cold breeze, making him shiver.

He then dressed himself and grabbed his things, heading his way towards the dorm.

The sound of the door opening gained Ned's attention and he wheeled around, facing him.

"Hey Pete—"

Peter dropped his backpack to the ground, closing the door.

"And I'm guessing that the training didn't go so well…"

"No, it didn't," Peter replied miserably. "Flash was horrible. Don't know why I agreed to do training with him…"

"Maybe things will be better tomorrow."

He cringed. " _If_ there is tomorrow…" he mumbled. A soft buzz came which made Peter rummage through his pocket to pull out his phone. "Gotta go. Tony wants me."

Ned nodded. "Alright."

* * *

Peter stared at Tony with a disbelief look. He…heard things right…did he? Either that or he had spent way too long in the showers. Maybe he should limit his shower time…Never in all of his life would he ever hear Tony say that. It seemed…preposterous.

"You want me to do what now?" Peter cried out. "Do you realize what you had just said? Did you even hear yourself?"

Tony twitched a grim smile. "I know and _yes_ , I had heard myself. I'm not growing that old just yet. I need you to do it, Peter."

"No, I'm not. I refuse."

"Peter, please. I know it's a bit out of your league and will probably go for everything against what you stand for but think about it. You can play Mysterio's game. This is only for temporary. I need you to continue to play as the bad guy. Fool Mysterio and then we will catch him."

"Are you insane?!" Peter cried out. "This is the most ridiculous plan I had ever heard of. I'm going to get myself killed."

Tony paused. "Well, that didn't stop you from before."

Peter opened his mouth and closed it, muttering. "Whatever made you even think about this plan?"

Tony shrugged. "Hmm…gee, I don't know. Do you know, Happy?"

Happy stifled a grin. "Uh, no sir."

"I mean, it's not like we have a voodoo villain running around freely in the city, acting as a hero, now do we?" Tony pointed out. "You becoming more of a bad guy seems like a perfect idea—"

"—A terrible idea, really."

"—to me and it makes more sense anyways."

"But I haven't got a _clue_ as to how to be a bad guy!" Peter exclaimed.

"It's simple; you rob a few banks, make a few threats and then be claimed as the worst criminal," Tony responded. "If Mysterio could do it then so could you."

Peter groaned. "This will ruin my reputation even more."

"Well then, since we all agreed to this plan—"

"—I did not—"

"Then we could proceed."

"But—"

"Great!" Tony said happily. "This is going to work out just great. I can _feel_ it."

Peter's mind was too busy on focusing Tony's words to even pay attention to his classes and because of that, he had been called on from the professors too many times and Warren was threatening him with detention which made him be more aware to focus on his class.

He told Ned and Michelle and much to his pleasure and disbelief, Michelle found the plan absurd while Ned was rather excited about this new plan of Tony's.

"Think about it: you get to experience a whole new side while being the bad guy!" Ned replied eagerly. "It would be totally cool!"

"But I don't want to be the bad guy! Can't you understand that?"

"I'm sure there's a reason for this, Peter. It's Stark. He knows what he's doing," Michelle pointed out. "Otherwise he wouldn't even suggest this plan in the first place. Trust him."

"The last time I trusted him, it got me into trouble," Peter responded. He eyed ahead as he saw three people walking down the halls. He bit his lip before he set his move. "Uhm, I've got something to do. I'll meet you guys at the library."

"Alright," Michelle said.

Peter walked away from the two and he headed towards them. Why was he always coming back to him? Muttering, Peter eventually reached him and he stopped in front of him, hearing his last sentence.

"—I'd reckon the old guy had gone mad—"he trailed off and his eyes landed upon Peter. "What do you want, Parker?"

Peter inhaled a sharp breath and he eyed his two goons who sniggered before cracking their knuckles.

"I just came here to say sorry and that I don't agree with what you just said and that you're a hard-headed guy _and_ the fact that you had probably been dropped on your head as a child," Peter added, making Flash scowl.

"And lemme guess…you want to continue the training?"

Peter hesitated, gritting his teeth as he mumbled. "Yeah…"

Flash grinned. "I'm sorry. What was that? I didn't quite heard you."

Peter growled and he forced himself to speak a bit loudly. " _Yes_."

Flash chuckled. "There now. That wasn't so bad. Alright then. Meet me in the gym at seven and _don't be late,_ I mean it. You have a record of being late."

Peter sneered. "Whatever."

With that, Peter walked away since he went to the opposite direction. Throughout this week, Peter as Spider Man had, without a doubt, made the newspaper front and back and it was of course, all thanks to the 'genius' idea of Tony Stark. He still didn't liked the idea but he had to with it.

And his training with Flash also improved. Peter was still flabbergasted as to why Flash wanted to help him in the first place but nevertheless, in all honesty, Peter was rather grateful for this session.

"…Oh by the way," Peter spoke as he was being on top of Flash who seemed to be actually struggling to get rid of Peter. "I never got the chance to ask but what program had you enrolled here?"

Flash twisted his face with a mix of pain. "Ungh…I'm on an athletic scholarship…"

Peter gaped at him, wearing a surprised look. "You have a scholarship?"

Flash rolled his eyes. "No need to be so surprised," he drawled. "You should've known that was coming—I was after all, the star of the football team back in high school or have you forgotten?

"Yeah back then; I tried not to think about you."

"Well tough luck, Parker. Whether you like it or not, I'll always be here."

Peter paused. "That…kinda sounded…sexual…"

"For Pete's sake…" Flash made a thoughtful look. "Have you been watching Porn movies?"

"What?!" Peter cried out, jumping from the unexpected comment as his face reddened. Using this chance, Flash quickly pushed Peter off with full force and he swept Peter off his feet so that the boy fell down to the ground and Flash pinned him down so now, Peter was under Flash.

"Hey! That was a cheat move!" Peter exclaimed, struggling. "This is ridiculous. Why am I struggling to get you off when I should have no problem in doing so? I could lift a bloody car if I wanted to."

Flash chuckled evilly. "Call it 'being off-guard'. You have a lot to learn. You need to use your Spider senses for your advantages."

"I am."

Flash scoffed. "Yeah, I can see that…"

"Oh look. If isn't the twosome. Never knew you two started dating."

Flash glared at the newcomer and he got up, yanking Peter up who nearly stumbled forward.

"Liam…what an unpleasant surprise," Flash drawled.

The two glared at each other while Peter was staring at them with a blank look. From what Peter's getting, it looked as though Flash has some competition. If Peter knew Flash, Flash has a strive to win.

"Ah, so you do remember my name. I feel honored," Liam drawled before scoffed as he looked at Flash who crossed his arms over his chest. "And _this_ is who I have to compete against? It's laughable. A mere child's play," he then stared at Peter who suddenly had a strong desire to hide. "And who's your nerdy friend?"

Flash growled. "His name is Peter Parker," he replied in a dangerous tone. "And if you do not want your face to be deformed, I suggest you back off and leave him alone."

Liam sneered before he turned away. "Whatever. I have no desire to waste my time with losers like you. Ta-ta."

And he walked away which left Flash tightened his fists. Peter could sense that he wanted to knock some sense into Liam.

"Who's he?" Peter asked.

"No one," Flash said sharply as he walked off the mat and grabbed his things. "Lesson's done for today. Meet me here at the same time."

"Um, okay…" Peter replied as he wondered what was going on. While Flash was grabbing his things and as he headed out, he couldn't help but to feel a strange sensation by being proud at what he had done.

* * *

On Wednesday afternoon, Peter headed towards his Neuroscience class and when he got there, he was greeted by the smoky mist that filled the room. Everything was lit with dim, crimson light. The windows that were usually open were now closed. It was bit warm due to the candles and Peter looked around cautiously, wondering if he was in the right room. It seemed as though the rest of the students wondered the same thing.

"Welcome," the voice from the Professor spoke, making them jump. "And yes, you are in the right room so please, take a seat. I believe after this lesson, you will all be curious and maybe be baffled."

Peter eyed the teacher and he sat in his usual seat.

"Today, we'll be learning about the wonders of the human mind. Put away your books—we do not need them today."

Everyone placed their books away and they all looked at the Professor with a sudden new interest.

"The mind is usually defined as an element that reasons, thinks, feels, wills, judges and so on. Our minds holds the power of imagination, recognition, appreciation and it is in charge of dealing with feelings and emotions. In this lesson, we would find out the how strong the mind is and its willpower in order to resist unwanted activities. In order to test the mind, we would be doing some mind controlling such as hypnosis."

One of the girls laughed. "Hypnosis? And I thought this class couldn't get any weirder."

The Professor made such a hard stare that it made the girl cower back. "Hypnosis is _nothing_ to laugh about! If you do not resist the power of the hypnosis, things could go terribly wrong. Now then, who would like to try?"

Almost everyone looked around, pretending to be busy though unfortunately for Peter, he got called upon.

"Ah, Peter. How would you like to go?"

Peter glanced around at the students who pretended to be busy. He cringed as he really didn't wanted to be tested on.

"Come now. There's nothing to be afraid of."

It wasn't that he was afraid, it was just the fact of what he will _do_. Peter bit his lip before he stood up slowly.

"Alright…"

The Professor smiled as Peter walked towards the front and sat on the chair.

"Good. Now, you must listen to my instructions very carefully. I'll perform the hypnotic movement and all you have to do is to simply stare at the watch I'll holding in front of you. Now, I must warn you that you'll most likely have no control in whatever your actions may be," she warned which made Peter hesitate

He was afraid of that.

Nodding, the Professor gave a faint smile before she grabbed the golden watch from the table and then held it on to the handle. The watch then began to swing sideways, having Peter follow its trail.

"Hear my words, Peter for you are in my control," the Professor began and everyone got intrigued as they all began to watch the scene. As she spoke, Peter felt a strange sensation as though he was in cloud nine. It was the most relaxed feeling he had ever felt in his entire life. "Now tell me…what is your deepest darkest secret?"

"Deepest…secret…" Peter muttered nonsense.

"Yes…"

"I'm Sp—"

 _Wait, stop you fool. Are you seriously going to tell them your deepest secret? No, you cannot. Think of the consequences._

 _ **Bah, ignore that pesky voice. You should be listening to me and I say tell them! Let the fireworks go!**_

 _If you tell them, there's no going back. Don't do it. You'll regret it. Fight this. You can fight this._

Peter shut his eyes tight as he was practically having a battle inside his mind. Peter pleaded mentally for the two voices to stop talking as it was tearing his brain apart. Stop…please…

 _Don't tell them…_

 _ **To hell what he says! Tell them!**_

" _ **STOP!**_ " Peter shouted, having the class get a jump scare including the teacher who looked surprised. The room suddenly fell into an uncomfortable silence as all eyes fell upon Peter who was having trouble breathing. He got off from his seat, looking at the Professor. "S—sorry…I've…I've got to go…"

Briskly, Peter grabbed his things and exited the class in a hurry so he could reach his dorm without any distractions. Once he was inside his dorm, he dropped the backpack to the floor and sat on the bed, staring at the ground. He closed his eyes, trying to catch his breath as he realized something.

If Mysterio had this much power over hypnosis, who knows what he could do with it. He could send that power over hundreds if not thousands, controlling people. To do whatever he wants them to.

And because of that thought, it made Peter be breathless.

"Oh man…" he whispered.

 **Author's Note: ** Geh…I actually like how this chapter turned out ^^ and, in the next chapter, we get to see Spidey going bad! And good on you for stepping up to him, Flash! What happens next? Find out! Toodles!


	19. The Greatest Mistake

**Shout Outs:** Thanks to Sonar for reviewing the story. Thanks to ohmyatalanta for favoring and following the story.

* * *

Chapter 19: The Greatest Mistake

Murmurs from the Neuroscience class had been spreading a bit though Peter tried to ignore it. The knowledge of just how the mind can be so powerful literally frightened Peter. He didn't mean to yell out—it just…scared him and he had to eventually break free of the cursed spell anyways.

 _But_ , it wasn't the spell at all. It was the power of the mind that made him do it. He did it. He thought he could conquer the hypnosis but he didn't. He almost told everyone's secret and if it weren't—as crazy as it sounds—for the voices that were in his head, he would've spilled the beans for sure and that would have dire consequences.

Peter walked among the halls before taking a turn only to enter the room. There, he found Ned and Michelle, gathering at a cafeteria table, talking. He gazed at them, staring fondly as he realized that he almost never got the chance to actually spend time with them—he was always so busy with Spider Man and Tony.

Smiling faintly, Peter went towards them. Since today seemed to be a quiet day for both Spider Man and for Peter, he might as well spend some time with them.

Before things gets crazy again.

"Hey guys," Peter exclaimed, sitting beside Michelle.

"Well someone's in a cheerful mood after what happened in the Neuroscience class," Michelle said.

Peter shrugged. "Eh, I guess it's better to not dwell on it. It won't get you nowhere, after all."

Needless to say, Michelle was surprised at Peter's sudden wisdom.

"And besides, after the events of the class and as Spider Man, my minds really does needs a rest," Peter added.

Michelle shrugged. "I guess that's a good reason."

Peter smiled. "Now then…what's on the agenda?"

"Nothing much," Ned answered then paused. "Aren't you usually off at Tony's?"

"Eh, nothing's happening today at the Avengers or the Stark Enterprises so I pretty much…almost have the day off. Let's ignore the villain for a while…" Peter muttered.

"Well great!" Michelle chirped happily. "Since neither of you have nothing to do, I thought of a great idea!"

"As long as it's not shopping," Peter groaned. "I had enough of it."

Ned sniggered. "Can't believe you actually went to Victoria Secret."

Peter glared before turning his attention to Michelle. "Anyways, what did you had in mind?"

Michelle grinned at the question. An hour later, the trio found themselves outside on the school's field. Peter stared at the sea of people, all wearing different colors in order to represent their teams. This was such a bad idea. He knew he was Spider Man and he could do _everything_ but soccer…? That…that wasn't really his forte.

Peter gulped as he watched his team in attempt to get it to the other side. Of course, he had to be the goalie. Why couldn't someone else be the goalie? For a split second, Peter eyed the bleachers where it was slightly filled with students, all of them being either interested or intrigued to watch the game.

Great.

"Peter! EYE ON THE BALL!"

From the shout, Peter withdrew his stare and gazed at the opponent who was heading towards him. His heart thumped rapidly against his ribcage as the player was coming closer.

Right. He could do this. If he could save evil from the world, then soccer should be easy, right? The only problem is that the entire school doesn't know that he's Spider Man and therefore, he can't use his abilities or otherwise that would raise questions to both teams—minus his friends.

Okay, the ball is coming closer. This is it. This is Peter's golden opportunity. He can do this. He can do this.

And then, the opponent kicked the ball which flew towards Peter who was ready to pounce on it. But, things didn't go as planned. As Peter ran towards it, there were miscalculations. Peter completely missed the target and the ball was sent hurdling towards him, hitting him in the face.

The crowd 'ooed' at the scene, wincing from the blow and Peter was met with darkness.

* * *

"He doesn't seem that good."

"Well obviously. He just got struck in the face."

"Wait—"an abrupt voice spoke. "I think he's waking up."

Peter winced as he flickered his eyes open. At first, his vision was hazy but it eventually got cleared since he was able to see properly.

"Wha…what happened?" Peter moaned, feeling a slight headache. He literally feel like he had been ran over by a bus.

Which was weird because he could stop a bus with his bare hands if he wanted to.

Michelle and Ned sighed with relieved.

"Good God, you scared us. You gotta stop doing that," Ned muttered. "Or I'll die of a heart attack."

Peter groaned. "Ungh...please, Ned. Mind the voices. This reminded me the time where I got my first hangover."

"Anyways, you got struck in the face by the soccer ball," Michelle answered his question. "We all thought you were going to make it but guess not."

"Well I guess that proved that I'm terrible at soccer," Peter replied as he began to get off the bed.

"Woah, wait. Where do you think you're going?" Michelle demanded.

Peter looked at her expectedly. "Uh...getting off the bed in the first place? Really guys, I feel fine. And besides-"

Peter paused as he stared at the floor, a sudden idea suddenly struck him. Mysterio was all about fun and illusions, right? If he could play at his own game, they would be able to catch him.

"-I've just got an idea on how to stop Mysterio," Peter breathed and he quickly scrambled up.

"What? Wait, Pete-"

"I'll be back, guys!" he called out, running out of the med room.

Ned stared blankly at him. "Did he got dropped on the head as a child?"

"I'm beginning to think so..."

* * *

Tony made a thoughtful look as he was registering the information what he had just been told.

"You know... It's not a bad idea. I think we could do it," he said. "It's a bit risky but I think we could manage. Where'd you get the idea?"

"Er—" Peter paused, wondering how he should tell him. _Oh you know, I've got the idea when I got struck in the face by a soccer ball._ "Uhm, it just came to me."

"So I see. Well, I'll start working on the plan so we could be prepared. I'll let you know when it is done."

Peter nodded. "Alright. In the meantime, I should get going. I have a lot of homework and apparently, a surprise quiz in Biochemistry," he groaned. "I swear Warren doesn't like me..."

Tony grinned. "I think you should give him a taste of Spider powers. Maybe that'll cheer him up."

Peter smirked. "Maybe I will."

* * *

Ned eyed the suit suspiciously as Peter put it over him, no longer being able to see his face.

"Man, I still can't believe that you're out as a bad guy."

Peter tightened his muscles before loosening them, breathing in.

"Yeah well. Get used to it. It's going to be a crazy year for me and for everyone else," Peter muttered as he walked towards the window's ledge. He raised the window up and climbed on it though before he jumped, he made a hesitated sigh.

"I'll be back."

Ned made a small smile. "Good luck."

Peter scoffed quietly. "Luck is something I need."

With that, he jumped off and grabbed onto his webs the second he released them. He eventually reached the place as he landed across from the targeted location. He drew in a sharp breath, staring at the elegant building. He was going to rob St. Gabriel's Bank which was tight with security. Peter tightened his jaw, automatically disliking the idea but if he has to do it then so be it.

Spider Man jumped from the ledge, swinging himself across as he planned out his tactics. He would need to do this silently but deadly and to avoid any other unnecessary distractions. Taking a one final breath, the web crawler spotted a vent he could go through, following the path until he reached the end of it

Spider Man placed both of his feet onto the grate, pushing it until it was opened. He quickly caught the gate before it could fell and he placed it back inside the vent.

 _Damn. This is a terrible idea…Why the hell am I even doing this?_

He would have to get into the vault if he wants this plan to succeed. But before he could even go to the vault, he would need to reach the security room to take down all the security.

Spider Man continued to scale around the place, taking out guards when he needed. He eventually reached the security room, expecting for that place to be empty but when he opened the door, Peter blinked as he stared at the security people.

"Uh…well…I didn't expected this," Peter said.

"It's Spider Man! Get him!" one of them shouted.

Spider Man widened his eyes as he quickly spun around in the air before taking out his webs.

"Easy peasy lemon squeezy," Peter replied as he tied up the second last man. He then turned around to find a man who was being beside a red button that was on the wall.

"Look, you don't want to touch that and—"

Too late. The man had already pressed the button and alarms rang out which made Peter sighed.

"Of course you had to press it," he muttered before taking him out, tying him to the walls with his webs. "Now don't mind if I do."

He began typing away on the keyboard, accessing the security for the vault where he got it opened.

"Ha done. If I was an actual bad guy, I would give them a run for their money."

Grinning, Peter then got out and he quickly swung himself up on the ceiling, heading towards the vault. However, as he continued to crawl on the walls, he suddenly had a disturbing feeling. He was slightly _enjoying_ this…

 _No. I'm not,_ Peter thought. _Just focus on the goal and get out of here…I'm not enjoying anything._

When he was close enough to the vault, he jumped down from the ceiling and began to walk towards it. But as he did though, a voice spoke which made him turn around.

"Spider Man?" there was a small boy standing across from him with a curious look.

 _Ah, crap._

"It's you!" he exclaimed, excitedly. He started to run towards him but Peter backed away which made the boy pause in his tracks, slightly looking upset.

"Look kid. There's nothing for you here. You should head back."

"Why did you change?" the boy asked. "Why did you became a bad guy?"

Peter drew in a sharp breath, staring at the small child. He sighed as he walked towards him, crouching down so that he was on the same level.

"There's a lot things you don't understand. There's a big scary villain out there who is hurting a lot of innocent people and I have to stop him."

"So…you're a good guy?" the boy smiled

Peter sighed. "I wish I was," he replied miserably.

"That's okay. I still believe in you."

Peter blinked, gazing at the boy with a fond smile until voices shouted, gaining his attention.

"There he is! Don't let him reach his goal!"

Peter widened his eyes as he quickly turned around in order to use him as a shield to protect the boy from the bullets.

"Are you insane?!" Spider Man shouted. "You could've almost killed the small child!"

"Why would you still care?"

Peter growled. "I don't have time for this," he then looked at the boy. "I want you to get yourself out of here. There should be a path right around the corner that would get yourself out."

Nodding, the boy walked away as he headed towards the given path. As soon as he was out of sight, Peter quickly took out the guys, shooting webs as he clogged the guns. He put up his arms in front of his face to block the punch from the officer before Peter pushed away the officer's arms and then delivered a blow across the face, knocking him out.

Peter whirled around to avoid a charged attack and he flipped the security guard over himself, kicking him in the back before Peter used his webs to cover him against the wall. He then did a sideway twirl and struck across the last man so that the guard got knocked out.

Peter flexed his hand, narrowing his eyes before proceeding to the safe. He didn't need to hack it as he had already opened it back at the security room. However, as he opened the door, he didn't expect to have someone else in there and he got an uneasy feeling about this since his Spider senses were buzzing on.

"Hey…what are you doing here?"

The cloaked person (who had his back facing Spider Man) turned around and grinned cruelly.

"Well, if it isn't Spider Man who gone bad. Funny, how things turned out."

Peter narrowed his eyes as he recognized him. "Mysterio."

"Oh very good. Want a metal?"

Peter growled. "What are you doing here?"

"Ah, well you see, I couldn't help but to hear the news of a certain webbed hero breaking into St. Gabriel's Bank so I had to check it out and well," Mysterio chuckled. "Here I am."

"And lemme guess…you're going to stop me and have everyone praise you as a hero for stopping one of the most dangerous bad guys," Peter scowled.

Mysterio grinned. "Of course but…I'm going to turn things differently this time."

"Which is…?"

"Simple. I'll still be praised as the hero, you'll still be the bad guy—oh, by the way. How was taking out the guards? It must have a wonderful feeling, hmm?"

Peter clenched his fists. "I've done it before."

"Probably but for different purposes," Mysterio smiled cruelly. "But you can't help it, can you? You enjoy playing the opposite side, don't you? You don't want to admit it but it's there. Things just got a whole lot darker, Parker and you best be prepared."

Before he left, he stopped.

"Oh and happy hunting."

With that, Mysterio threw an object from behind and he vanished. Peter widened his eyes as he heard beeping sounds and he began to run towards the exit. Just in time, Peter released his webs which got him out of the vault quicker just as the device exploded, sending out blasts of explosion everywhere. Peter grunted as he got hit from the shockwave, hitting the ground as he gave sharp gasp. His ears were ringing from the loud noise and he turned around, slightly pushing himself up as he rested on his arm as a thought went into his mind.

That damn villain.

No sooner or later, Peter exited out of the building and he perched himself, going over what Mysterio had said. In truth, Mysterio had unknowingly slipped—he was planning something big. Something to break Peter down completely and that explosion…

Peter thought that was just the beginning.

* * *

Aunt May smiled as she finished writing a piece of story in her notebook. It took her a while but she finally got it done and was happy about it. She closed her book before heading her way towards the kitchen. She supposed to should make lunch; it's nearly lunch time anyway.

She sighed, beginning to take out the necessary items though she bit her lip. It had been rather quiet without Peter hanging around. He always keeps a good company but now since he's off to University, Aunt May missed him terribly. Sure, they could write letters—she hadn't done one in a while—but it's just wasn't the same.

As she headed towards the kitchen sink, she suddenly stopped as she thought she had heard something. She frowned but then reassured herself that it was probably from outside; the noise from the construction. That was probably it since after all there was a house that was replacing its roof with a new one.

Ignoring it, Aunt May resumed her work, washing the carrot but the same sound still came again and that made her be more aware. That one definitely didn't came from outside.

Shaking, Aunt May grabbed a nearby weapon which was a cutting board. Perhaps she could take him out by whacking him in the head.

"You know…you should really be more on guard."

Gasping, Aunt May turned around to see a hideous looking person who had a helmet with an armor suit followed by a purple cape. She quickly took the board and slammed it across his face.

"My!" he replied with surprise. "You certainly can fight."

"Who are you? _What_ are you?"

"I'm one of the greatest mystery you'll probably never solve and most likely, you won't _be_ around."

"What do you mean? Stay back," May warned.

He then got dangerously close to her, grabbing her wrist and he took the board away, breaking it in half with a mere grip.

"Now then…that wouldn't be necessary. There's no need for trouble and you really can't do anything since you're coming with _me_."

"I'm not going anywhere with you," she spat.

The invader growled as he opened a small vial of bottle that was in his other hand. "You see…you have no choice…"

He brought the bottle to her and the gas was let out, allowing her inhaling it. Within seconds, Aunt May was unconscious and the caped man grinned.

Things were about to get interesting.

* * *

Peter continued to swing around the city, heading towards his dorm. There was not much he could do anyways but as he was flying around, he got a nagging feeling that something bad was going to happen. Peter flew in the air until he attached himself to the side of the building. The city really was going chaotic and no matter how hard he tries to stop it, it still gets messier.

And what the hell were the cops doing?

Peter only sided with Captain Stacy and he was glad that out of the whole cops, Stacy still stuck to him even after all this…mess but he feared for Stacy's safety and for his job. He could easily lose it if Stacy continues to side with him.

As Peter started to head to a different direction, a loud static voice appeared as though out of nowhere. A high-pitch distorted sound came along which made him wince and he glanced down, staring at the large displayed screen that was across of a big store.

"Well, hello Manhattan!" the voice exclaimed. Peter narrowed his eyes as he glared at the distorted figure. "Isn't this a wonderful surprise especially for a certain web crawler? Now let's see…ah, here's a volunteer!" the figure dragged a person which made Spider Man froze in his tracks; his heart skipped a beat.

"No…"

"Hello there, my pretty. Now tell me, what's your name?"

"You son of a—"

"Ah ha. You gonna play nicely if you want to see the next day," he whispered threateningly. "Now…your name?"

"M—May…"

"There now! That wasn't so bad! Now listen here, Spider Man. If you don't follow my rules exactly, well then…you can kiss her goodbye. After all, with you being a criminal, I'm sure you wouldn't care. Tick tock, Spider Man. Time's ticking. Do funny stuff or she dies."

 **Author's Note: ** Ooh snap. Things are going downhill—Spidey's life is getting messed up and things are just not that great. What happens next? Find out! Toodles


	20. Saving Aunt May

**Shout Outs:** Thanks to Sonar for reviewing the story.

* * *

Chapter 20: Saving Aunt May

Peter swung into the open exit, landing on his feet. That bastard is going to pay for what he has done. He then kicked down the door upon reaching it though from the sudden intrusion, it made the cops including Stacy rise up.

"Spider Man? What are you doing here?" Stacy asked.

"Meeting's adjourned," Spider Man growled as he slammed his hands on the table. "You're all going to help me—"

"Ha! Why should we help you?" one of the cops sneered. "You're a wanted man."

Peter narrowed his eyes dangerously which made the cop be uneasy and Peter walked towards him, holding him by the scruff of his shirt.

"Because…if you have got any chance in beating this villain, you'd need my help too so I suggest you back down," Peter said warningly.

Peter glanced to the side where he saw a cop charging towards him and he quickly turned around, pushing the cop's arm away before punching him in the face then delivered a kick at his stomach so that he stumbled backwards. Peter released his webs, covering him up.

Spider Man turned around, glaring at the cops. "Now then," he walked towards the table, placing his hands. "You're all going to help me," he replied sternly.

* * *

Aunt May winced from the tightness of the rope. She tried to struggle in hopes of being free but it was fruitless.

"I wouldn't continue to do that if I were you," the figure spoke as he stared at the clear liquid that was in the bottle.

"Lemme go, you monster," Aunt May glared.

The shadow sneered. "I'll let you go but just not now. Let's just say I'm having my preparations for a special someone."

Aunt May frowned. "Spider Man?"

A glint shone in his mad eyes. "Oh very good."

"I hope he comes because when he does, the only thing you'll be seeing are the cold stainless steel of the prison bars."

The person chuckled. "Such fighting words. But the funny thing is…I'm _counting_ on it."

* * *

Captain Stacy sighed. He looked at the web crawler who was pacing worriedly back and forth. And because of that, it made him think if Spider Man knew Aunt May personally.

"Hey uh Spider Man," Stacy spoke which broke Spider Man's train of thoughts.

"What?"

Stacy made a thoughtful look as he wondered how to ask him. "Do…do you know Aunt May?"

Peter hesitated. He nearly forgot that the whole police force doesn't know who he really is.

"Uhm…I only her from a friend of mine," Spider Man replied which earned a nod. "Anyways, you got a signal?"

Stacy shook his head. "No. It's still blank. I know you're busy so here's the deal: as soon as we get something, I'll contact you."

Spider Man shook his head. "No. There's nothing more important than saving Aunt May."

Stacy sighed and he placed a hand on his shoulder. "Look: I know you're worried about your friend's aunt. Who knows what'll happen to her but being here, day and night, it won't do you any good. You need rest."

Spider Man bit his lip as he clenched his fists tightly. This happened because of him. Because he didn't stayed with her. He didn't protect her.

"The second you find something…"

Stacy nodded. "The second I find something, you'll be the first to know."

Needless to say, Peter hadn't slept at all for the past few days. He kept turning in his bed, muttering incoherently and no matter how much Ned wanted to throw Peter out of the dorm, he couldn't help but to feel worried for him.

"He hadn't stop mumbling Aunt May's name since then," Ned muttered.

"He's worried for her. He still blames himself for her being captured," Michelle responded as they walked down the path.

"Yeah I would too…it's just I hope he minimizes his mumbling. It's ruining my sleep."

Michelle rolled his eyes. "Is that the only thing you're concerned about?"

"Fine then. You can sleep at my dorm and I'll sleep in yours—I'll just ignore Cassi and the next morning, you'll be looking like me," Ned grumbled.

While the event was dark, outside was beautiful as the sun was shining down its rays, illuminating the day. There wasn't a single cloud in the blue sky and no breeze had appeared.

Michelle glanced to the side and she stopped Ned.

"What?" he asked.

"Look; it's him. Damn, he looks horrible," Michelle muttered.

Of course, it was Peter who was walking down the hall with his arm carrying his books while a bag was slumped over his shoulder. He barely looked recognizable since he had bag under his eyes.

"Uhm…hi Pete…" Michelle replied, staring at her friend.

"Hi," Peter muttered. There was an awkward silence as the trio resumed walking down the path. They reached the inside of the campus where Peter stated that he had to go, earning nods and he left as he headed to the opposite direction for Chemistry.

But even as he goes through his classes, Peter found it hard to concentrate on them which made him miss today's lesson on Chemistry, seeing as he didn't paid attention. Aunt May was on his mind constantly. He even spend his time reading the Daily Bugle in case there were recent updates but nothing. Ned was considering to bring in Tony (even though Ned thought that Tony already knew about the situation due to the fact that it was broadcasted live). However, Peter merely shrugged, mumbling under his breath which Ned couldn't heard what he had said and Peter resumed his usual tasks for the day.

"…with his ego, I can't stand him. He always thinks he's 'that'," Michelle muttered annoyed.

"Ever thought that he has a crush on you?" Ned pointed out.

Surprisingly, Peter was also there but he didn't seemed to be paying attention to the conversation though. He just kept his head low and stared at the floor.

Michelle rolled her eyes. "Please. Anyone who can stand him deserves a metal. Honestly, they do. Anyways, I guess this is where I head out. I've got to do a movie-based project by actually going to a Studio where we can see all the effects and how it's done."

This seemed to pull Peter back to reality as he stared at her. "What did you say?"

Michelle looked at him strangely. "I have a movie-based project by actually going to a Studio—"

 _Peter winced at the disturbing thought. "So…anything else?"_

 _Stacy made a thoughtful look. "Hmm, months ago there was an attack at the Movie Studio. An unknown figure made its appearance and he seemed to have a grudge with the director and that's all."_

" _Wait…the movie studio? The one that's abandoned?"_

 _Stacy nodded. "Yeap. That's the one alright."_

Of course. The idea struck him like a ton of bricks. How come he didn't realized this before? He _should've_ figured it out this earlier. It was nearly obvious as to where Mysterio would hide Aunt May.

"I've got to go," Peter breathed as he took off to the other direction. The two of them glanced at each other while Michelle wondered.

"What did I say?" Michelle wondered.

Eventually, Peter got out into the city in less than a second and he flew into the open entrance of the Police building where he automatically headed to Stacy who was at the same room.

"I know where Aunt May is," Spider Man suddenly spoke which made Stacy jump from the unexpected guest.

"Spider Man. Geez, next time, have a shout. But…where?"

"The old movie Studios," Peter said. "The Wonder Studio."

Stacy widened his eyes. "You're kidding. I'll go get my men. We'll get the son of a bitch—"

"No, wait! Not now," Spider Man stopped him. "Mysterio will be expecting me and if we send any reinforcements head on, there's no telling what he'll do Aunt May," he narrowed his eyes. "This is what we're gonna do."

* * *

Peter landed on a rooftop across the medium-sized building that was known as the Wonder Studios. The studios was easily recognizable as the name was standing out from all the other buildings that were surrounding it. Just by staring at it, Peter automatically felt evil vibes that came off it. Eyes narrowed, Spider Man released his webs and he swung himself, heading towards it.

If anything, Aunt May would be in there…hopefully. Going with his guts (and with his Spider senses that seemed to have died down), he resumed flying towards it until he reached at the rooftop, staring through the glass window from the roof. It seemed to have no one in there but looks could be misleading.

Glaring at it, Peter made a move by breaking the glass with his fists and he jumped down, landing on his feet as he touched the ground. The room was dark even though it was dimly light but one thing's for sure is that Peter's Spider senses was definitely acting on. He glanced to the right, staring at the dark path that had no light at all.

 _Peter…_

Peter froze, getting a chilly vibe since his hair on his arms stood up. He knew that voice. He _recognized_ that voice. He looked at the same spot he had before; the hall seemed to be staring at him ominously even though it had no eyes. But even through the pitch black darkness that covered the hall, Peter thought he could've saw a faint outline of a door at the far end but wasn't sure nonetheless.

Taking in a breath, Peter walked towards the darkened corridor and the whispering voice seemed to have grown louder.

 _Peter…where are you?!_

Unknowingly, Peter began to run on an endless chase and no matter how close he reach the door, the door appeared to be going further away from him.

 _Peter!_ the voice cried out, desperately.

"I'm coming, Aunt May!" Spider Man cried out, being blinded at the fact that something was wrong. "Just hang on!"

 _Please hurry!_

As he reached at the end of the hall, the corridor began to be disfigured as it wasn't straight anymore. It started to bend its form before being broken apart, having Peter fall down into an endless plunge.

Peter snapped himself back to reality as he gasped, eyes wide. What…what just happened? He could've sworn he hear a voice and then he found himself in a bizarre room then nothing.

 _Oh man…_

Peter found himself staring at the door.

Eventually, he entered at another room but this one was also dark just as the other hall he was previously in. Everything seemed to be ordinary but who's to say that it wasn't? After all, he was dealing with an Illusionist. Anything could happen.

Nevertheless, Peter investigated the building without any more problems though this made him be more suspicious. But the minute he entered in, he narrowed his eyes at the figure whose back was staring at him. However, he didn't expect to have _two_ of him and he felt his Spider senses buzzing on.

Spider Man clenched his fists as he glanced at the two. Which one is the real one? Eyes narrowed, Peter went with his guts and turned to the right.

"Mysterio!" Spider Man exclaimed, grabbing him by the shoulders so that he turned around only to widen his eyes. "What the—"

"Surprise!" the other figure spoke as he jumped on Spider Man which made him be startle, giving a cry of surprise.

Before Spider Man could throw him away, Mysterio quickly placed a cloth around Peter's mouth, gagging him for a bit. After a few seconds, Peter threw Mysterio off his back which made the enemy laugh.

Coughing, Spider Man staggered to the sideways before collapsing to his knees. He breathed heavily as he coughed, trying to get the gas out.

"Wh…what did you do me?" he wheezed.

Mysterio grinned as he got up. "Killing you, of course. Why bother fighting you head on when I can attack you at your less vulnerable state? Genius, I know."

"What it is…is coward," Peter replied.

Mysterio's smile vanished and a dark expression fell upon him. He turned Peter over, grabbing his arm and twisted it so that a loud sickening crack was heard, making Peter yell with agony. Mysterio then placed his foot on Peter's arm, putting more pressure on it.

Mysterio lowered himself down and he whispered at Peter's ear. "The only coward around is _you_ ," he whispered before taking his foot off him, allowing Peter to breath.

 _I should've been able to deflect that blow…Why didn't my Spider senses went on?_ Spider Man thought.

 _Coughing, Spider Man staggered to the sideways before collapsing to his knees. He breathed heavily as he coughed, trying to get the gas out._

" _Wh…what did you do me?" he wheezed._

 _Mysterio grinned as he got up. "Killing you, of course…"_

Peter's eyes widened with realization as he found out what the answer was. _He used the gas to cancel out my senses…_

Mysterio sneered. "You realize it now, don't you? Without your senses, you're useless."

Peter growled. "I can still fight back!"

With that, Spider Man got up and began to head towards him, releasing his webs from his good arm. The webs got attached to an object and Peter hurled it towards Mysterio who simply cut it in half, using his illusionary tricks. Peter saw that he was about to attack which made him dodge it by flipping backwards and landed on his feet.

"You're fighting shadows, Spider Man," Mysterio hissed as he disappeared when Spider Man threw a punch. His hand struck a puff of smoke which made him stumble forwards a bit.

"If I'm coward then what are you? You're using your illusionary tricks, been manipulating peoples' minds. You can't fight your own battles," Spider Man shouted. "So come and fight me like a man!"

Mysterio's laugh echoed. "Words. Such empty words from a fallen hero."

Spider Man narrowed his eyes as he searched around the dimly lit room. He knows Mysterio is still here. His Spider senses won't work due to the fact that it had been cancelled because of the gas.

However, something crept from behind Peter which made him froze as he _felt_ something.

"How can you stay save your aunt if you can't save yourself?" Mysterio whispered.

Quickly, Spider Man elbowed him in the stomach and he flipped the villain over his back before giving a kick in the back. Spider Man then used his webs so that he tied Mysterio to the wall.

Growling quietly, Mysterio twisted his arm and he grabbed the webs, sending shocks of electricity to it, frying them. Peter gaped as he stared him who got off so easily while wondering how the electricity didn't zapped him alive.

"Like my new trick?" Mysterio hissed as he turned around to face Peter, throwing the webs to the ground. "You can't defeat me. You're not strong enough. Look at you: you're already broken and limp."

Peter breathed heavily. "Where's Aunt May?"

Mysterio sneered. "Manners would do some good."

"Where is SHE?!" he shouted.

"Somewhere where you'll never be able to find her," he spoke quietly as he began to disappear.

"You can't win…"

Spider Man turned around and the second he did, he quickly ran up the wall and went over the oncoming large object that was heading towards him. As Spider Man landed on his feet, the item crashed into the wall. Peter narrowed his eyes as he continued to scan around the room.

Meanwhile in the darkness, Mysterio grinned cruelly as he watched Spider Man. He had landed right where he wanted him to be. Mysterio released a small device and with a _thwing_ sound, it flew towards the flash head. The handle snapped and it began to fall, making move to have a heavy crash. Luckily though, Peter looked up just in time and he rolled to the sides in attempt to avoid the flash head.

A large crash was heard as the object smashed down to the ground, plunging down.

"YOU'RE SUPPOSED TO BE DEAD!" Mysterio raged, sending in another large item in attempt to crush Peter.

Using with his guts, Peter managed to avoid all of the oncoming moves.

 _Right now would be a great time for them to show up…_

While Peter was trying to fight him in the shadows, he couldn't help but to feel that he was just a great big distraction for the others to do whatever they needed to do. Spider Man pushed himself shakily; his body ached and was sore all over. He didn't know how long he could keep this up. His Spider senses just had to be cancelled because of that stupid gas which made him be more vulnerable.

There's got to be a way for them to be more stable so that they wouldn't be cancelled out all the time from a mere gas or whatever the case was.

"Had enough?"

"Did you?" Peter breathed heavily as his body slumped, putting his good arm around his waist. He closed his eyes, trying to catch a breath for just a brief second but Mysterio didn't hesitated. Peter gaped at the ground across from him began to crumble down.

This…had to be an illusion, right?

Just as Peter was about to fling himself from the spot, something flew by which landed in front Peter. As it landed, it released jolts of power that coursed throughout the ground, sending shockwaves towards the target. At the same time, the newcomer hurriedly picked up Peter by his waist and flew out of his spot, landing on a more firm ground.

"It's about time you showed up," Peter muttered, seeing a blur of red and gold.

"Well, that didn't stopped you from being late before," Tony replied. "Besides, I'd rather be fashionably late than tackily on time."

However, the rest of the police force came in, closing on the surroundings.

"Target locked. Clear," one of the men spoke as they all fixed their weapons on Mysterio.

Peter snorted. "Well, that's a good philosophy," he said sarcastically though he got serious. "Where's Aunt May?"

"Straight down the hall, turn the first right."

Peter gave him a look.

"I have my ways. Now go. We'll take it from here."

Tony pushed Peter away and without losing a second, Peter used his good arm to release webs, using his web rush mode to get the designated area.

"Alright Beck. You got nowhere to hide," Tony spoke as he hardened his stare.

Mysterio grinned sadistically. "We'll see about that."

* * *

Peter hurriedly swung himself from one side to the side.

 _I'm coming._

He saw a door, just like how Tony said, and he kicked it opened.

"Aunt May?" Peter called out. His heart plummeted when he saw the room was empty and because of that, he grew anxious. "Aunt May!" Peter cried out. "Where are you?"

Peter stared around the room, his heart rapidly beating against his ribcage. He sighed, going towards the wall (since he seemed to be staring at it for a while). He softened his eyes, leaning his head towards it as he placed his fingertips on it. Peter took a breath and pressed the wall. Just as he thought, the wall began to activate itself, shifting its bricks so that they eventually began to form an opening.

 _You don't trick me, Mysterio._

The wall opened, revealing an entrance and Peter sighed and in all honesty, he just wanted to break down as he saw the state of his aunt. He felt soft tears brimming at the corner of his eyes and he quickly went towards her. Peter placed his hands on her cheeks and a soft moan came.

The sad part was that Peter could never reveal his true identity to her no matter how much he wanted to.

Aunt May flickered her eyes open and she jumped with startle which made Peter withdrew his hands.

"Easy."

Aunt May let out a sigh. "Spider Man?" she whispered.

Peter nodded slowly. "It's me…Now, let's get you home."

* * *

"Eyes on the target. Don't let him escape. Don't lose his sight," Stacy replied firmly.

Mysterio laughed. "Well, isn't this ironic? The infamous Iron Man working with the police force."

Tony narrowed his eyes as he moved towards the front. "The only ironic thing is that you'll have your last laugh," he warned. "Now…surrender or we'll force you."

Mysterio chuckled darkly. "That's what you'll think. You _think_ you have the upper advantage but you don't! You _never_ do."

"Final warning."

Mysterio laughed. "Then let it be the final warning! But you'll always forget how _I_ bested you," he replied ominously as he bend down on his knees, hands behind his head. "I am in _complete_ control."

Perhaps, Tony should've went with his guts since a nagging feeling kept coming. Tony suddenly felt tense as he stared at him with a seethed look. He always hated enemies that could tempt him. That could _lure_ anybody and call it a day.

While Tony was processing his thoughts, he couldn't help but to feel that something was wrong.

Very wrong.

In a less than a blink of an eye, all of a sudden, there was a small tremor before Tony widened his eyes. Thank God he upgraded his suit. At the same time, Tony pressed a button his armored arm just as the bomb went off. The blue shield surrounded the police and himself as the entire building went off.

* * *

Peter had Aunt May lay on a rooftop but just as she did, a sudden explosion was heard which made Peter turned around sharply as he stared at the movie studios with eyes wide. His throat went dry as he walked towards the edge of the roof and he fell down to his knees, watching the building collapsing down.

 _Iron Man…_

Blinking furiously, Peter walked back towards Aunt May. He would have to come back to the studio later since there were more important things such as getting Aunt May to safety.

As Spider Man had Aunt May's put her weight on him, Spider Man released his webs and swung out of sight.

He knew _exactly_ where to have Aunt May be well protected.

 **Author's Note:** Whew, finally got it done. But Mysterio means business—not that he did previously, heh. Since I won't be able finish this story by June 20th, I'll be going with my _third_ (yeah, I have other alternative dates XD) date which is June 25th so hopefully, that should be enough time to complete this. And just to be fair, I'm not going to tell you what exactly happened to Mysterio. What happens next? Find out!


	21. Striking Resemblance

**Shout Outs:** Thanks to Sonar for reviewing the story.

* * *

Chapter 21: Striking Resemblance

Spider Man swung into the Avengers Headquarters and the first person he had turn to was Happy. Peter knew that Happy would be at the Database Room but when Peter entered in there, he was slightly surprised that Happy wasn't there.

"Where are we?" Aunt May spoke quietly. She was still a bit shaken up as she vaguely glanced at the high-tech room. Peter knew it was a bit risky to bring her in here—she knew Tony but she didn't know who Spider Man was.

Peter hesitated. "Uhm, we're at the Avengers Headquarters and we're currently trying to look for someone," he muttered.

When Spider Man had said _Avengers_ , Aunt May racked her brains since the word sounded familiar.

"Avengers…? As in Tony? As in Iron Man?"

Peter smirked a little. "Yeap."

"Where is he?"

Peter paused as he wondered how to explain it. He literally just saw the whole building explode right in front of his eyes—he was sure that it would be broadcasted live— _with_ Tony in it. He gritted his teeth as he blamed himself. He should've came up a way on how to save everyone.

Captain Stacy…

Peter's heart drop as he realized that he needed to tell Gwen that her father was dead.

"Spider Man?" a voice spoke which earned Peter turn around as he looked at the newcomer. Much to his relief, it was Happy.

"Happy," Peter spoke quietly.

"Ah, I would assume erm…Shellhead would be with you…?"

Peter hesitated although he was slightly grinning. Of course, he would use codenames.

"Uhm…things changed a little," Peter spoke.

Happy then had his eyes land on Aunt May as he blinked. "Oh and you must…Aunt May? Peter's aunt?"

May nodded.

"Shellhead? Who on Earth gave the name for 'Shellhead'?" a voice spoke.

Everyone's head turned towards the new voice where Peter widened his eyes, staring at him with disbelief. Happy grinned.

"Er, I believe it was you, sir. You suggested to give the name if anything happens to you," Happy recalled.

Tony got out of his suit though he blinked. "Oh…well then…" his eyes fell upon Aunt May. "How do you do?"

Aunt May gave a small smile. "I had better days…it's not every day where I get to be rescued by superheroes."

"Well then. Rest assured that you'll be safe here. Should you have any concern or if you need anything, you can talk to me or to Happy."

Happy flashed a quick smile.

Aunt May gave them a look. "Wait…I'm staying _here_?" she asked sharply.

"Erm…unless I'm mistaken then yes," Tony answered, being a bit surprised with her response.

"Why can't I go back? I know we still have that villain loose around the city, but just maybe a bit of protection around the house wouldn't hurt," Aunt May stated.

Spider Man shook his head. "No. You're going to stay here. It's for the better. Better for you. Better for me and for Tony."

Aunt May frowned. "I can understand why it would be better for Tony but why are you tied in this?"

Spider Man winced. "Just trust me on this," he muttered though he gave a look to Tony, indicating that he wanted answers.

Tony looked around, having a small silence settling in. He cleared his throat. "Right then. I shall be going—I've got some things to do," he stared at Peter before walking away out of the room.

Peter sighed as he also thought that he should be heading out as well even though he didn't want to. He wanted to stay here with Aunt May, telling her that it'll be alright.

As Peter began to walk towards the exit, Aunt May spoke in a soft tone though it made Peter strain his ears.

"You know," she started softly. "You remind me of my nephew, Peter. Always so brave and strong. Never giving up hope no matter what the situation is. I know haven't always been supportive of what you do but…thank you."

Peter slightly glanced behind as he softened his eyes. "You're welcome."

* * *

Peter fell in silence as he stared at the floor, having thoughts going inside his head. He was so close on telling Aunt May who he really was but he couldn't. It was too risky. Peter just hoped that someday he would be able to tell her.

"What happened at the studios?" Spider Man asked. The two were in another room and from that question, Tony stopped what he was doing. "Did you know how much you scared me?! I thought you were—"

"But I wasn't," Tony replied abruptly. "I wouldn't go in there without a plan but the things what he had done…" he gritted his teeth. "He double-crossed us; I wasn't expecting to have him explode the studios."

Peter bit his lip as he muttered. "Guess he did it to destroy evidence—whatever it had or if there was any."

"It seems so…"

"But how did you get out of there? Stacy and the others…?"

Tony flashed him a small smile. "There's some things I can't tell you; a magician never reveal his secrets," he grinned but it faded away. "Stacy and the others are fine."

Peter let out a sigh of relief as heard the news. Good. He didn't had to tell Gwen. But there was one thing where he didn't solve the mystery. The studios had exploded but in that building, it also had Mysterio who apparently caused the explosion, according to Tony. That being said, where _was_ Mysterio?

Did he die in the blast?

"Where's Mysterio?"

Tony hesitated, not sure how to answer since he doesn't know it. "I'm not entirely sure, to be honest. The police might've stated that he got caught in the blast and didn't made it out," he scoffed. "I don't believe it. I bet he escaped somehow with his illusionary tricks," he suddenly turned serious. "Peter, I want you to be careful. We're dealing with far more sinister and darker things than before. Promise me."

Later that day, Peter returned to his dorm where he was greeted by a relieved Ned.

"Peter! Thank God you're alive!" he cried out. "I saw the news and when I saw the explosion, I thought—"

"It's alright. Everyone's fine," Peter as he took off his mask."

"What about Mysterio? There were reports and the police stating that he had been caught in the explosion," Ned replied quietly.

Peter stopped what he was doing and slightly turned to Ned. "I don't believe he's dead. He's up to something. Something big. And it's going to be my fault if I don't stop him soon," he clenched his fists tightly. "No matter how close I get to him, he's always one step ahead."

"You'll catch him. You always do."

Things seem to be pretty normal though Peter was more on alert than never. Mysterio's disappearance still haunted his mind. As Peter, he wanted to visit Aunt May but Tony declined his request, stating that it's too risky. That there would be a chance for the enemy—where he is—to destroy the Headquarters.

Peter reluctantly agreed and resumed his daily routine at the University which was a bit dull though whenever he could, he would try to investigate wherever Mysterio lies but so far, he had nothing and he didn't liked it.

The Daily Bugle, on the other hand, seemed to have no problem in spreading lies which angered Peter. Even though, he couldn't do it right now, he hoped that one day, Peter as Spider Man would be able to put Jameson in place.

But until then, he would have to stay put and try to be a regular kid...as much as he could.

Since exams were coming up, the trio were back to the library, studying. But in everything that was happening, Peter had almost forgotten his training with Flash. Actually, he would've forgot it if Ned hadn't reminded him.

But as the day go by, Peter couldn't help but to feel that something was going to go very wrong.

Very wrong indeed.

* * *

"I don't get it," Peter replied as he shook his head. "The greatest villain on Earth and suddenly has no traces of him at all. Like a ghost."

He stared at the screen that was currently scanning the city.

Tony made a thoughtful look. If a villain had vanished just like that, he would have to be hiding but at a new place. Somewhere where he wouldn't be found.

"How do you catch a villain that no longer exists?" Peter asked.

"It may take a while-"

"We don't have time!" Peter exclaimed. "The more we wait, the more he has a chance to hurt innocent citizens like Aunt May. I need answers, Tony."

"We all do. But sometimes the answers don't always comes on the first try. That being said, you need to go. I have some..business to take care of."

"You mean attending the 'Order'?"

Tony grinned. "Yes. Trust me, Peter. You'll soon join it."

Peter eventually exited out of the building but he wished he hadn't. The minute he did, Peter gaped at the view with wide eyes and a grim face.

"Oh no..."

 **Author's Note: ** Dun dun dun...what on Spider Man's name had happened? WHERE is Mysterio? Will I ever stop doing cliffhangers? Probably not XD What will happen next? Find out! Toodles!


	22. A City of Burns and Ashes

**Shout Outs: ** Thanks to Sonar for reviewing the story.

* * *

Chapter twenty two: A City of Burns and Ashes

Peter stared at the state of the city with wide eyes, being frozen in spot. He didn't _know_ this'll happen but he should've.

It was chaotic. Fires were almost everywhere, spreading wildly as it began to burn the buildings. Sirens could be heard even from the distance and people were running around from terror, trying to get to safety.

How did this happen?

Spider Man used his webs as he flung himself upwards before landing at the top of the highest point of the building. Smokes were covering the white clouds, suffocating the sky. Spider Man had a hunch as to who did this but how? That was always the question. _Where_ was he?

Peter clenched his fists before heading into the heart of the city where he knew it would be more chaotic than what he was just seeing. As he arrived at the designated area, as though it in slow motion, Peter reached the civilian just in time as the half of the building began to collapse. Within less than a second, Peter grabbed her around the waist as he was going through the tumbling bricks and then he got her out of there. The bricks fell down to the ground with a heavy impact, creating a large cloud of dust.

The two rolled down a bit until Peter halted their tracks.

"Are you okay?" he asked.

"Y—yeah…" she replied shakily.

Peter got up and he helped her out, pulling her up gently.

"Go get to safety," Spider Man urged her and she nodded before taking off. While he was surveying the area, he gritted his teeth in anger, having the same question being repeated in his mind.

How did he let this happen?

Spider Man used his web rush mode as he another building that was beginning to collapse. Acting quickly, he began to release his webs in attempt to have the bricks fall down to his webs. After getting them hanging from the corners, the bricks made a groan, bending the webs which made the people below give out frightened exclaims but the webs seemed to be holding the rubbles.

Spider Man sighed with relief as he managed to save a decent amount of people from the tumbling tower. However, he couldn't take a breather since he heard a sudden large explosion which made him be alert. He quickly turned around to glance up at the sky.

 _Oh no…_

The damaged airplane flew sideways as one of its wings got destroyed. In that state, it wouldn't hold much longer.

 _Crap, crap, crap._

Peter rapidly ran up the building with the help of his webs but he realized it wouldn't be enough. He gave a glance down as an idea went to his mind. Quickly, Spider Man released his webs as he turned downwards, allowing himself to do a dive bomb. He narrowed his eyes, hopefully that this idea would work. However, Spider Man widened his eyes, giving out a sharp gasp since the oncoming car was heading towards his way.

Timing it right, Spider Man twisted his body, having the wheels brushing past by him. He then fired his webs so that they were attached underneath the vehicle and Peter planted both of his feet at the back of the car before he was able to flip the car to the opposite direction. Having the car flying in the air, Spider Man fired his webs again so that the car would fall on his webs.

Since that was out of the way, Peter then twisted his body so that he was facing the building and then he released his webs from both sides. He planted his feet on the surface of the structure, sliding down a bit until at the right time, Spider Man sling shot himself, flying high into the air.

With the right timing, Peter used his webs swing himself on top of the airplane and once he did, he did a somersault to break his landing though he quickly turned around and examined the right wing—which was damaged. Peter then fired his webs so that it got attached to the wing's flap.

"I got this," Peter said as he pulled the flap towards him in attempt for the airplane to be leveled. Peter grunted as he felt the wing's flap groaned against the force that has been applied. "Come on."

Peter glanced behind as he saw the distance. If he could land the plane on the water, then it would be safe. For everyone.

 _Come on. Come on. Work with me here…_

Peter felt the plane being slightly back to normal despite the fact that the wing was damaged but he eventually pulled through. Both him and the flying machine.

 _Ladies and gentlemen. We apologize for the inconvenience as we are going to make some rough landing. Brace yourself,_ Peter thought.

During its flight, the plane managed to tear off some parts of the skyscrapers' rooftops which caused the ride be a rough one since it made Peter lose his grip on the web as he stumbled a bit. However, he quickly fired his web and latched it onto the flap. It eventually gave a small jump as it made contact with the water before creating a huge splash which made Peter be drenched. The engines died down and Peter let out a sigh of relief.

* * *

"… _The amount of chaos still made everyone be on high alert as the securities has been_ _increased_. _There were no reports on how the mayhem had started but the police urges the citizens to stay at home until the streets have been cleared."_

Peter glared at the TV, tightening his grip around the remote.

"You know, if you continue to look like that, it's going to stay that way," Ned spoke.

Ever so slowly, Peter turned his head towards Ned who cowered behind his book.

"It has to be Mysterio! He's alive and he's out there somewhere," Peter replied as the corners of his mouth began to twitch. He watched as the plane—the one where he had saved about an hour ago—landed safely on the water and there was a small shot of him as Spider Man before he took off.

"To think," Peter continued. "The man who suddenly vanished can cause this much mayhem during his disappearance. I'm going to find that son of a bitch and make him pay."

Ned cautiously stared at him. He hadn't heard Peter swear in like forever and so, hearing him curse surprised him.

"Don't worry. You'll find him," Ned assured him.

"I hope so."

Since the first year term was coming to an end, the teachers gave out a load of very heavy homework but despite this, Peter was in no mood to do any work. He noticed how the atmosphere had changed and its students. They were still afraid of the sudden mayhem that was spread throughout the city. Peter doesn't blame them—if he wasn't Spider Man, he would be scared too.

He also had noticed that the security guards were now more involved than ever even though he knew there had been some securities around here but they weren't that much active back then.

"Honestly, with the amount of securities we have here, it makes me feel like we're in prison," Ned muttered.

It was true though.

Nevertheless, Peter tried not to let that bother him as he got more important things on his mind. That being noted, he wondered if Tony had finished with Peter's plan. Perhaps he should do another visit to see what the status is.

Although Peter thought that Tony would probably tell him to piss off.

But instead of focusing on their studies—much to Michelle's irritation—the two boys were currently checking out on a girl who was sitting at a table with her friends.

"What do you think of Ashley?" Peter replied distractedly.

"She's not that bad."

Michelle scowled. "From what I've heard, she's got the coldest heart. So if you two got turned down, don't come crying to me."

Peter frowned. "Well someone's in a bitter mood."

She huffed. "How about try going back to your studies would you?"

Ned snorted. "I think Peter's currently smitten for Ashley. But…she does have nice skin though."

"Yea she does. And I'm _not_ smitten. I hardly know her," Peter muttered.

"But isn't she in your Chemistry class?" Ned asked.

"Yeah…"

"So why haven't you asked her out?"

"Because I don't like her!" Peter exclaimed, earning a stern glare from the Librarian.

"You're in denial," Ned replied in a singing voice.

Peter glared. "How about we take a trip to the roof?"

That shut Ned up.

Needless to say, during Peter's time in Chemistry, he got paired up with Ashley although Peter wasn't sure what to feel. Currently, his body was having many mixed emotions but unfortunately for him, he wasn't ready for what was to come.

It turned out that Ashley made Peter do all the work but of course, since Peter was distracted, he didn't mind it and he kept glancing at her. When the class was nearly finished, the professor decided to give them another pile of homework. However, that didn't stop Ashley from taking advantage of Peter.

"You don't mind doing my homework, do you?" she asked him sweetly.

"Er…no…not at all…"

"Thanks sweetie," she blew him a kiss though Peter stared dreamily after her.

"She's using you!" Michelle exclaimed, one evening. "You obviously can't see it because you're too smitten for her. Wake up, Parker!"

"But at least she's nice."

Michelle sighed. "Honestly, he's the most hopeless prick I'd ever met. I'm going to teach him a lesson. I need to prove it to him that Ashley is bad as her name is."

"What are you going to do?" Ned asked.

"Something and you're going to help me," she replied as a glint of madness gleamed in her eyes.

 **Author's Note: ** What DOES Michelle have in mind? And it seems Peter keeps on falling for bad girls XD what will happen next? Find out! Toodles!


	23. Hell Bent Over

Chapter Twenty-three: Hell Bent Over

* * *

"Are you sure it's going to work?" Ned asked.

"Of course it will. This will show Peter how terrible Ashley is," Michelle replied.

Ned gave her a suspicious look. "Are you sure you're not...you know...jealous?"

Michelle sharply turned her head, her stare hardening. "I'm positive. I could care less as to who Peter dates. I just...don't really like Ashley. That's all," she muttered.

"Uh huh," Ned mumbled, not really believing her.

"I _don't!"_ she hissed. "Now look. All you have to do is lead Peter to the right direction then we could catch Ashley."

Throughout the day, Peter noticed the odd behavior from Michelle. It felt as though she was avoiding him for some reason—reason he couldn't figure it out.

"Hey uh...do you know why Michelle is avoiding me?" Peter asked.

"Uhm..." Ned paused, wondering if he should tell him. "No idea. Probably a girl's thing."

"Must be contagious then," Peter muttered.

Ned halted in his tracks and spoke again.

"Hey uh listen. I've got to be somewhere so I can't really hang out with you. But I'll see you at the dorm though."

Peter gave him a suspicious look. "And where _are_ you going?"

"Er...library. Kay, see you!" Ned spoke hurriedly and he took off, leaving Peter with a blank look.

Shrugging, Peter resumed walking until he stopped as a sudden idea hit him. Wait a minute. Ned doesn't usually go to the library. If he has to then it would be by force.

Something's up.

And speaking about being suspicious, Peter paused as he was left to wonder what on Earth had gotten Ned. And Michelle as well.

Peter continued to walk down the path until he heard voices. Curiously, he walked around a corner, hiding himself against it. It was familiar to him. At least one of them was.

"...Aren't you afraid of getting caught? You know, they're going to eventually catch you and you would have to do your first year again."

"Pfft. Please. I'm not afraid. I've got that loser kid Parker wrap around my pinky. It'll be easy," the nasty voice from Ashley spoke.

Peter felt his stomach drop. In all honesty, this hurt him like a ton of bricks and he frowned as he decided to make himself known since he began to creep up behind Ashley. Even though Ashley wasn't aware of him, her friend was but she closed her mouth since Peter put a finger on his lips as though to indicate to silence her.

"He's head over heels for me. It'll be easy to break his heart after I don't need him anymore," Ashley laughed nastily.

Peter crossed his arms over his chest as he cockily tilted his head to the side.

"Really now?" Peter announced himself.

Poor Ashley jumped with startle as she whirled around, staring at Peter with wide eyes.

"Peter!" she replied, surprised. "Why darling dear. Just the person I wanted to see you..." she smiled sweetly.

"Save it," he snapped. "If you're done chatting like a bunch of annoying crows, you can move."

Ashley gaped though she glared at him as Peter pushed in between them as he passed by them.

"Well, I never," she huffed.

"Oh…and if you want someone else to do your work for you, go manipulate some other poor unfortunate soul because I'm not interested."

And as if to make things even more stranger to Peter, Michelle was suddenly on talking terms with him. He still wondered why but he came to the conclusion that girls were just plain confusing.

"So you don't like her anymore?" Michelle asked smoothly.

Peter gave her an odd look as there was something strange in her tone. "Uhm yeah. I decided that she was annoying."

"Good on you!" Michelle replied happily as she munched on her bagel for breakfast. Even as that little incident gone by, Peter still had his assumptions that Michelle and Ned had something to do with it although they weren't letting it on. But he supposed that's what friends were for and he couldn't be more grateful than to have those two.

Even if Ned was sometimes annoying.

Either way, Peter was still happy to have them. Later that day, the two boys found themselves in the dorm in attempt to study but failed miserably since Ned would build a pyramid out of cards while Peter was repeatedly switching the TV channels, (much to Ned's irritation) trying to find out if there were any more recent activities from Mysterio.

"Would you stop switching channels?" Ned snapped.

"No."

Ned scowled. "Why are you suddenly so interested in the news?"

"I'm always interested in the news," Peter said.

"Yeah but not this much."

Peter rolled his eyes. "I mean it's not like there's an insane villain out in the city."

"Either way do that one more time or I'm going to take away the remote," Ned threatened.

Peter paused as he gave a slight look at him, grinning. He clicked a button on the remote which made Ned twitch.

"I'm warning you!" Ned exclaimed as he prepared to jump out of his seat. Peter huffed as he stuffed the remote back to its proper place.

"You're so annoying."

Ned sneered. "Pfft whatever," he then paused before he muttered. "Why don't you go steal an item from the Avengers? It's what you're good at it anyway…"

"Haha…" Peter mumbled though he took in what Ned had said. He supposed he _could_ do that—even though Tony being Tony and the fact that he wouldn't be happy—but he thought that he needed an upgraded. It was about time anyway.

Sighing, Peter laid down on the bed, having his head resting on his arms as he looked at the ceiling with a thoughtful look. He closed his eyes in attempt to relax his stressed out body while also processing his thoughts from the previous battles with Mysterio and everything else that had happened so far.

" _You're only one man. I'm many! You can't save people. You can't even save yourself…"_

 _A swish of darkness went by as more images kept coming._

" _You're not a hero. You're just some kid in a costume…"_

" _You're the villain, Spider. You just don't realize it. Sand Man is dead. Smythe's dead. And dear old Officer Watson is dead. You know I'm right. You just don't want to admit it. You don't want to give in to the darkness that is begging to escape, isn't that right…Peter Parker?"_

" _When will you realize it, Parker, that men like Stark just doesn't care about us?"_

 _Another image showed up, revealing a mask of Iron that was covered in gold and red with eerie white eyes._

Peter quickly pushed himself up, panting heavily as he stared down. After a minute, he slightly winced as he glanced to the left to see the alarm clock which read _1:15am_. He sighed though the sound of ruffling sheets were heard which made Peter turn around to see Ned.

"What's going on?" Ned muttered incoherently.

"Nothing. Go back to sleep," Peter told him. He glanced back to Ned who went back to sleep. When he was sure Ned wouldn't wake up anytime soon, Peter quietly got out of bed and opened his closet where he shoved some things around until he found what he was looking for. His Spider suit.

After putting it on, Peter exited through the window and swung into the night. He eventually found himself sitting at the edge of a skyscraper, staring at the distance. Bright lights from traffic and buildings lit up the city and not even a twinkling star could be seen. The roads were nearly filled with cars, all honking and blaring as the streets were filled with people, most likely heading their way to clubs.

For a brief second, Peter felt like he could easily lose himself just by staring at the bright city but he clenched his fists. There's no way he's going to let Mysterio ruin this city. Over his dead body.

But there's so many things he had done in less than a heartbeat and then there was him, who couldn't even take out that guy. Even if he did, he would just mess it up. Realizing that he should probably get going, he began to get up and sighed. He _needed_ to be one step ahead or otherwise he would never defeat Mysterio.

Sighing, Peter got up as he made a thoughtful look. He just needed to go to one more place before he heads back. Not a second later, he found himself at the same room where he found, in no doubt, Tony staring at the computer screen.

"A bit bright for stargazing, don't you think?"

Tony jumped with startle as he pressed a button, closing the file he was currently examining.

"Peter…what…" he glanced to the side to see the clock. "What are you doing up so late?"

"Couldn't sleep. Why are you up so late?"

"Had things to do," Tony responded. He looked up as he saw Peter's hardened stare. "Peter, don't worry. We'll catch him. I know we're all playing a dangerous game here and we need to keep our guard up."

"I know…it's just, every time we get closer to him, we always fall behind," Peter responded glumly.

Tony stared at the young boy. He could tell that Peter was full of doubts now and if there's anything what Mysterio had done, it was the fact that Mysterio managed to break Peter.

"Peter, you have got to have confidence. Don't let Mysterio get to you. You're stronger than him—you have just got to believe in yourself. On the other hand, I think I should let you know that your _idea_ is almost finished. We just need to put in some few adjustments and it should be ready for your disposal. However, I recommend testing it out first rather than automatically using it."

"We don't have time for testing," Peter said bitterly. "The minute you got it done, let me know."

Tony narrowed his eyes. "Peter—"

"It's called field-testing."

"You're playing a dangerous game here. What if something went wrong and you got split? It'll be hard to tell if you could ever be healed. I will _not_ let an unfinished product go untested."

Peter let out a heavy sigh. Of course, Tony would still treat him like a kid even though he kept saying how Peter's capable which was funny. Tony is biting his words. On the other hand, Peter still needed to find out where Mysterio was. He still had no clue as to where he could be.

Peter furrowed his eyebrows as flashbacks entered his mind.

" _You'll never catch me…"_

" _I'm the thing that keeps you up at night. The evil that haunts every dark corner of your mind."_

" _You're fighting shadows, Spider Man!"_

Peter stared at the ground as a sudden realization hit him like a ton of bricks. How come he didn't saw this before? It was literally right there in front of his face and yet, he didn't even noticed the connection.

"What if he never left?" he muttered which earned a raised eyebrow from Tony.

"Sorry?"

"That explosion," Peter said. "What if he never left? What if he was there the whole time?"

Tony stared at him with an incredulous look. "Then that whole trap could've been just another illusion of his. The building probably never had exploded in the first place."

"Right. And he only wants us to _think_ the studios had been blown up. That's why the police could never find out where Mysterio was. It was because he never left."

Peter began to go to the exit but Tony called out.

"Wait, Peter! Think about this. Mysterio _wants_ you to find him. He wants you to be weakened."

"Then let him do it," Peter replied darkly as he exited the room. "Because this time, I'm ready for him."

 **Author's Note: ** Ooo sneaky sneaky heh…They finally found out that studios turned out to be a…fraud. Kudos to them! Now the real battle begins! What happens next? Find out! Toodles!


	24. Lethal Pursuits

**Shout Outs:** Thanks to genevathegreat for favoring and following the story.

* * *

Chapter Twenty-Four: Lethal Pursuits

"I think this is quite fascinating, don't you think?" Michelle said as she read the textbook.

"What? That there's words in book?" Ned spoke which earned a scowl from Michelle as Peter sniggered.

"No, you prick," Michelle glared. "It's fascinating at the fact that there's such a treatment—a fake one—can sometimes improve a patient's condition."

"You know, I have to agree with her and—"Peter paused as he frowned. "Wait a minute…" he whipped his head around and stared at the book. "Isn't that my book?"

Michelle closed one of the covers only to shrug. "Your point?"

"My _point_ is that how I'm supposed to finish my homework if you stole my book? I've been looking for it for the past few minutes. Give me that!" he snatched the book out of her hands and he flipped to the desired page."

Michelle scowled. "Whatever," she mumbled.

Peter read over the texts, taking out whatever he needed as he wrote the necessary texts down on the paper.

Even though things were quiet around the city, Peter would often read the newspapers if there was anything new on it. He supposed he should probably pay Captain Stacy a visit to tell him what he had found out but he didn't want him to be in danger should it occur.

Now that Peter knows Mysterio's whereabouts, he hoped that he should have no problem in defeating him since at last, Peter felt like this time he had the upper advantage. And there was no way things could go wrong now. If Mysterio somehow double crosses him, then he would be ready. Peter would just have to spot the danger on time.

For training with Flash, it would seem as though it had come to an end since Peter rarely sees Flash. In a way, Peter wishes that the training would continue as it appeared that Peter was rather improving greatly. But on the other hand, almost every time, Peter would come out of the lesson, sore and grumpy.

Peter stopped what he was doing as he saw that someone had joined next to him.

"Hey," Ned whispered so that Michelle couldn't hear him. They still hadn't told her. "Where were you last night? Please don't tell me you actually stole something from the Headquarters?"

Peter smirked, still thinking that the idea was still tempting. "No, I didn't. I only visited Tony. And why are we whispering?"

"Michelle doesn't know. She would flip."

"Ah. Right."

Study hall was over much to Ned's delight. He really disliked that place as he kept on losing focus. The trio then went their separate ways as the three of them had different classes in different spots.

Peter bit his lip as he made his way to Neuroscience. Since from the last class, he had trouble focusing on the lecture as people kept on staring at him. He still liked this class, he really does but it's just the student body that has been bothering him which was why he now sits at the back in attempt to avoid the stares.

Peter got out his books though he didn't opened them. He used them as a head rest, listening to today's lesson. But after the class was done, the professor called Peter.

"Oh, Peter!" she called out. "Do you mind if I have a word with you?"

"Uhm sure..." he walked towards her and sat at the edge of a desk.

"About the other day...I apologize if the mind lesson was a bit too much for you. It probably made you feel uncomfortable and squeamish so I would like to apologize."

"It's alright. It happens. You only wanted to show just how powerful the mind is. That's alright," Peter spoke.

She made a small smile. "Thank you."

Peter began to walk towards his dorm only to stop in his tracks as he suddenly remembered that he had to go to Professor Warren in order to hand in his homework or otherwise, Warren will drop his marks. Sighing, Peter whirled around and retraced his steps though he went to a different direction when it was necessary.

Since Warren usually stays behind in order to mark the papers, Peter didn't bother going to the office. He only ever needed to go there if the Professor wasn't in class. However, when he got there, he stopped as he stared at the window of the door with a frown on his face.

That's odd.

Peter pressed his face against the cold glass as he peered through it. The lights were off except for one which was barely flickering. It's odd because as he mentioned before, Warren usually stays late in class and the door was shut too.

Frowning, Peter glanced left and right before placing his hand on the doorknob and with sheer force, Peter forced the knob to be opened since he heard a small _crack_. Making sure that the coast was clear once more, Peter slyly slid in once he cracked the door open a bit and the he closed it.

"Professor Warren?" Peter called out. He knew that the Professor would most likely wouldn't be in here but it was a worth a shot. However, as he went further front, he suddenly got unwanted vibes since a shiver ran down his spines and the air abruptly got cold.

"Uhm…It's Peter…I'm just bringing in my homework…" he replied cautiously.

As he placed it on the desk, he paused in his tracks as he could've sworn that a distorted gurgling sound was heard. He whipped himself around and stared through the darkness. Did he just imagined that? If so, then why did it felt so real?

Eyes narrowed, Peter placed the papers on top of the desk and he began to walk around in attempt to find the mysterious source. If it smelled danger then surely his Spider senses would buzz on but for the time being, it didn't and Peter didn't know if it was a good thing or a bad thing.

As he went to the back side of the room, he found himself finding a stand mirror and he walked towards it until his poorly lit reflection was shown. He stared at it until two green eyes appeared on the mirror and Peter quickly turned around with wide eyes. But, it was gone.

He didn't liked this at all. Something wasn't right.

Briskly, Peter began to walk towards the door and came to a conclusion. If his Spider senses wasn't buzzing then that means it wasn't good. There was something in this room that wasn't welcomed.

Just as he was about to reach the door, all of a sudden, something grabbed his ankle and roughly yanked him down. Peter grunted as he felt himself being dragged to whatever it was pulling him.

"Lemme go!" he exclaimed until he got lifted upside down.

"Peter…Parker…" the voice snarled disgustingly which made Peter cringe. He shuddered as he felt himself being brought closer to the shadow. All he could hear was the disturbing snarl and Peter could've sworn he saw drool coming out.

He yelped when claws dug down in his calf, making him hiss. And then, just like that, the being threw him like a ragged doll and Peter crashed through several desks before smacking himself at the floor.

Peter groaned as he rolled to the front and pushed himself up with his hands. The snarling voice came and just as he turned around, Peter quickly released his webs which collided against the figure, hearing a _smack_ on the floor. Silence settled in and Peter breathed heavily before he got up and cautiously walked towards the strange shadow. He didn't even know what it was other than the fact that it had claws—that's all he could figure out.

When he got closer, the eyes shot open and it bounced on Peter, sending them both to the ground. Peter wrestled until he was able to make a kick on its stomach in order to do a flip over him but the creature was quicker as well. As it was being flipped over Peter, it scratched at Peter's shoulder, tearing his sleeve and creating a cut.

Snarling, the creature made a horrifying sound at Peter before it scurried off, crashing through the window and heading off to another path.

Eyes wide, Peter panted as he wondered just what that thing was until he quickly scrambled up and began to follow it. He couldn't lose it—not until he figured out what it was.

"Hey! Wait up!" Peter cried out but it was just too fast for him. Growling, Peter began to pick up his speed until he found himself jumping from wall to wall in attempt to catch up with the creature. At least that's what Peter _thought_ it was.

Eyes narrowed, Peter jumped from the wall, doing a flip so that he landed in front of the thing.

"What are you?" Peter asked though for an answer, the creature hidden in the shadows, gave him a nasty snarl and he wacked Peter with his tail, sending Peter crash against the lockers.

But before Peter could even crash against the lockers, he quickly did a flip in the air and landed on the wall; his fingers stuck on them.

"Nice meeting you to!" Peter called out as the creature ran out yet again.

Peter stared after the strange being that just vanished from sight. Just what was that?

Sighing, Peter started to climb down until a shaky gasp was heard. He glanced down to see a girl gaping at him though she was trembling from shock.

"Uh…hi?" Peter said awkwardly.

"Oh my God…" she replied shakily.

Eyes wide, Peter spoke. "Wait…don't—"

Too late. The girl gave out a scream and began throwing books at him. Peter swiftly avoided it and landed on his feet. The last book flew towards him and with quick reflexives, Pete grabbed it at the last second.

"Calm down…take deep breaths…" Peter replied as he calmly walked towards her.

"Stay away!" she exclaimed.

"I'm not gonna hurt you. That was…just some…erm…" Peter grinned grimly. "A trick. An illusion. I can't really climb walls."

Shaking too much, the girl did the only thing she could do and that was to faint. Eyes wide, Peter quickly jumped towards her and caught her before she could even hit the ground.

"Ah, great…" Peter muttered.

After Peter put the girl away to a place where he thought it would be better, Peter went down the hall and hoped that he would be able to find either Michelle or Ned but they were probably at their dorms by now.

After much walking around the halls, much to his luck, he was able to find Michelle who had a bag (that was filled with books) slung over her shoulder while there was a book in her hand as she went down the corridor.

"Michelle! H—hey Michelle!" Peter shouted. After the second call, Michelle lifted her head and looked to the right to see Peter.

"Hey Pete—"

"Not now," Peter said as he looked around. When he found a room, he dragged her towards the door and pushed her in, closing it.

"What's this all about?" Michelle demanded then grinned slyly. "You're not going to declare your undying love for me, are you?"

Peter opened his mouth before he glared at her. "No. Anyways, I think there's something wrong with Warren or at least, I think there's something wrong with him."

Michelle furrowed her eyebrows. "Peter, I know you dislike him but to say something like that to a Professor? It's just not right…"

" _No._ You misunderstood me. When I walked inside his classroom to bring my homework to him, I expected him to be in the class but he wasn't. Instead, something else was in there—I'm not sure what it was but I think it was some sort of a creature and it's currently roaming around in the school."

Michelle raised an eyebrow as she stared at him with a skeptic look. "If that's the case, have you tried catching it?"

"What do you think I've been trying to do? I was almost dinner." Peter asked as he showed him his ripped sleeve.

Michelle winced though she bit her lip. "Than what came of Professor Warren?"

"I don't know. He wasn't there at all."

"And you tried to stop that thing…right? And no one saw you?"

Peter paused as he shifted awkwardly. "Uhm…well, there was this one girl but anyways—"

"Peter."

"She fainted! By the time she wakes up, I'm sure she wouldn't even remember what happened and would probably assure herself that it was just a dream."

"You're being reckless for your own good, you know that?"

"I know."

"You're so dumb."

Peter was about to open his mouth but a click from the knob was heard and the door was suddenly opened. The two turned their heads to it only to see that there was a person.

"Uh…"

"Oh!" she exclaimed with surprise, her face reddening a little. "I'm so sorry. I didn't expect to have anybody in here. I'll come…"

"Nononono. We're done…erm…here…" Peter said awkwardly.

Michelle grinned. "Yeah. He just finished confessing his undying love for me…"

Peter stared after her as Michelle walked away. "Wait…Michelle!"

And that earned a cackle from her.

* * *

Ned was lying in bed in attempt to study but failed miserably as he was currently watching TV. Even as he did so, he couldn't help but to wonder where Peter was. He glanced at the alarm clock which read _6:30pm_ and by that time, he _should_ be here.

"Where are you?" Ned muttered.

Just then, there was a knock on the door which earned Ned's attention.

"Peter? Is that you?" Ned called out as he got out of bed and walked towards the door. "It's about time you got here…"

The minute he opened the door, he widened his eyes as he found himself staring at a maniac eyes.

"Hello."

And then, Ned gave out a shout before he was met with darkness.

* * *

Peter let out an exhausted sigh as he finally reached the dorm. He was tired and he wanted nothing more than to go to bed and sleep. Peter opened the door of his dorm and let out a call.

"Ned…I'm back," Peter muttered, closing the door. He paused as he expected to have Ned shouting at him, wondering where he had been but that wasn't the case. The room was eerily quiet and Peter didn't like this one bit. Ned _should_ be here—he was almost always here before him.

"Ned?" Peter questioned.

He strained his ears in attempt to hear the water running down from the showers but it was empty. Eyes narrowed, Peter found himself staring at the bed as there was something laying upon it. Curious, he walked towards it and found out that it was a letter.

Frowning, he picked it up only to crunch up the paper from anger and threw it at the ground. Within seconds, Peter was out the window.

On the note, the words were scrawled upon it.

 _Come and face me if you dare. Bring no one but yourself. Your friend's life depends on it._

* * *

Spider Man landed on the top of the rubbles from the Wonder Studios. In all honesty, he would never have thought that this whole thing would be just another trick up Mysterio's sleeve but yet, he should have. After all, Mysterio is all about illusions and tricks.

But, he had other things to focus. That bastard took the person he cared about and hell, he was going to get him back even if it kills him.

 _Alright, you freak. Where the hell are you?_

Peter gritted his teeth as he clenched his fists tightly. He _had_ to be here. But the problem is though where the entrance would be and thinking like Mysterio was the last thing on Peter's mind.

Peter sighed as he placed his hand while also putting his head on the resting spot, closing his eyes for a brief-

Wait a minute.

 _Resting?_

Peter opened his eyes and stared in front of him. His hand was literally resting on _nothing_. Just on mid-air. This was unusual...unless it wasn't. Eyes narrowed, he had his hand trace down until he found what he was looking for. There was a small bump and that made Peter grinned. Usually, invisible walls had a weakness.

Peter took a step back, got into a ready position before he let out a kick. It had little effect but that didn't let Peter stop himself. He resumed kicking the weak spot as he even used his arms most of the time until finally, the wall began to break; it was finally revealing itself.

 _Just a bit more..._

He knew his arm would be bruised but it was worth it. It was _going_ to be worth it. Peter took a step back, inhaling a breath and then he struck the hole with a powerful punch with the elbow so that it shattered and like glass, its pieces fell to the ground with a tinkling sound.

Peter panted as the wall revealed the studios. Eyes narrowed, Peter opened the door and walked in.

 _Alright, Ned. I'm coming for you._

After much searching, Peter growled with annoyance. He was beginning to think that Mysterio was just playing games into thinking that he had gotten Ned but the note said otherwise. It felt _real._

Peter walked in a darkened room though he rolled his eyes. This was the fourth room he walked in that was dark, devoid of light.

However, as soon as Peter walked in the room, the lights suddenly flickered on to life which made Peter be more aware.

He then had his land upon a chair where it had something being rested upon. Eyes wide, Peter ran towards it, hoping that it was Ned but that wasn't the case.

"Ned?" Peter cried out. He took off the bag that was on him but then Peter suddenly withdrew his arm, allowing the bag to fall on the ground.

Instead of Ned, it was a being but it was a _skeleton's_ body slumped against the chair.

Peter's throat went dry before he gave out a raged scream.

"MYSTERIO! COME AND FACE ME YOU COWARD!"

That was a sick cruel joke.

Just then, something appeared which earned his attention and he turned around with a furious look. He was going to beat him to a pulp.

"I'm here! Well...figuratively speaking of course," the nasty voice spoke.

"Mysterio," Pete growled.

"Did you like my present to you?" Mysterio gleamed happily. "I find it...artistic."

"You sick person. Where are you?" he demanded.

"Aha. Have you ever heard patience is a virtue? Guess not. Did you honestly think I would be at the same location? Oh nonono...I hid myself where no one can find me. Not even _you_ can find me! Tick tock, Parker. Time's ticking. Your friend _depends_ on you."

Grinning cruelly, Mysterio stepped aside and pulled the bag away where it revealed a tied up Ned who was gagged.

"Ned!"

Mysterio sneered. "I'm waiting for you. The world's waiting for you. Tonight...is when it ends, Spider Man. Come and seek me where it is all fun and games but know this. The sun will rise...on your corpse."

 **Author's Note:** Damn...Mysterio is cruel. So since the book is taking forever, the deadline to be finished will be by the end of June as there is no way I would be able to complete it by June 25. Right then. What happens next? Find out! Toodles!


	25. Dangerous Tactics

**Shout Outs: ** Thanks to Nindragon for reviewing the story. Thanks to guest for reviewing the story. Thanks to Sonar for reviewing the story.

 **Legends:**

 ** _Bold Italic_ -**Mysterio's Demonic voice

 **Responses:**

Guest: I'm only using Michelle for Mary Jane for a reason—as I said sometime way earlier in one of the books, I will provide a full explanation as to why MJ as a different name. Also, apparently, it had been revealed that Michelle is the daughter of the Vulture which to me makes me wonder why they didn't use the other name—Valeria Toome for the daughter. When they used Michelle, I thought they were going to put Michelle as in Gonzales…

* * *

Chapter Twenty-Five: Dangerous Tactics

Peter stared at the empty space that was in front of him. He had been analyzing this wrong the whole time. Ned was in danger because of him and Mysterio wouldn't stop tormenting him until Spider Man was dead.

" _Come and seek me where it is all fun and games_."

He's somewhere at a place where it is all fun and games but he had no clue as to where it could be…unless…

Peter narrowed his eyes as he stared at the darkened space. There was _one_ possible location of where Mysterio could be. Growling, Peter retraced his steps and headed to the place of where Mysterio could be.

* * *

Tony furrowed his eyebrows as he examined the screen. He let out a sigh, rubbing his face with his hand to wipe off the sleep. This idea had been sucking the life out of him. He really does like Peter but sometimes his ideas are the kinds where its almost impossible to make though Tony _did_ wonder where Peter had gotten the idea. He has a hunch but he's still quite unsure.

At last, the blue bar had been filled, indicating that it was completed. He then placed his hand on the button that was next to the computer. Tony drew in a sharp breath as he felt a tingling sensation that had entered through his body.

He took a step back, staring at the empty space which was in front of him before he activated the idea. The same vibration was felt and then, things started to appear, having Tony grin with satisfaction.

It was ready.

Tony resumed staring at the brilliance as he heard footsteps though they died down since it got joined next to Tony.

Tony really was a terrific engineer.

"I must say, sir, if things goes accordingly to the plan, this will be one of the greatest ideas that has been made."

"I know..." Tony cleared his throat. "Right then. I need Parker."

Happy shifted nervously in his spot. He cleared his throat as he stammered.

"Well er...you see sir...uhm...there have been _slight_ complications."

Tony's smile vanished and a dark look came. "Explain."

Happy hesitated. "Uhm...Peter is gone, sir."

* * *

Spider Man sharply drew in a breath as he stared at the old building. This was it. No more games. No more threats or playing hide N' seek. This was the real deal and hell, Peter better his guts and wits because there's no going back.

There never was in the beginning. The minute Mysterio had showed up, Peter knew there was no resting.

Peter glanced up at the sign. The letter ' _P_ ' was barely hanging onto its hinges since it was dangerously swinging sideways, hearing its awful creak. The green pitiful light that once shone on the letter was now flickering on and off. The rest of the letters were completely out and if one were to squint his eyes, they would be able to spot that the middle letter was blown halfway by something.

It was either blown or it had broken itself apart over the years.

Peter shivered from the unexpected cold breeze that just went by. Even this place was creeping him out. He stared at the dark entrance before he began to walk towards it. He may as well to do it now or otherwise he'll never get this finish. He'll never get Mysterio to Justice.

When Peter entered the building, he expected to have something jump at him but that wasn't the case.

"Alright, Mysterio! Come out. Come out and face me. I _dare_ you to!" Peter exclaimed.

The room was eerily silent with the room being in total darkness until the light that was ahead of him started to flicker weakly. Taking a breath, Peter walked down the hall with the light still flickering on until he stopped as he narrowed his eyes. He hardened his gaze as he watched what it looked like a person but he couldn't tell. Tilting his head, Peter resumed walking down though he kept his guard up. Just in case. He paused as he stared at the being and he could've sworn that he had heard sobbing.

"Uhm…hello? Hey…are you okay?" Peter asked cautiously. "Hello?"

Peter stopped walking when he came closer to the person who was sitting on the floor, hugging its knees. He couldn't see the face as it was buried in its…hands? Peter didn't know. He couldn't study the being from this angle.

"Hey…look…it'll be alright…" Peter extended his hand out so that he could comfort the person from the back. But just as he placed his hand on the back, the figure suddenly stopped sobbing. "Uhm…you…alright…?"

The person slowly lifted his head and then, in a split second, he turned around, letting out a terrifying shriek as he lunged at Peter who gave an exclaim of shout. Peter fell down to the ground in attempt to break free from the grip that was wrapped around Peter's neck.

"Get…off…me!" Peter gasped before he flipped him over and then Peter quickly got up. He didn't wasted a second since he already released his webs, having the figure being covered up from it. When that was done, Peter rested as he placed his hands on his knees in order to catch his breath.

That scared the hell out of him. At least, it taught him to be more vigilant…

"Is that all, Mysterio? I thought it would be better. What's wrong? Too scared to show yourself?" Peter called out.

Peter continued to roam around the area until he found a door that was cracked open a bit. Eyes narrowed, Peter leaned against a wall next to the door. After a minute, he then sprang into action by kicking the door open and extended both of his hands out, releasing the webs. He frowned as he realized that nothing was there to give him a jump scare. The room was only filled with static screens from the computer and from what it looked like a large screen.

 _Well, there goes my element of surprise._

Peter pressed a key from the keyboard and scoffed. "Oooh so scary! Static computers and a broken screen," Peter mockingly said. "I'm so scared."

" _You should be…"_ the voice crackled and up at the screen, it showed Mysterio.

Peter slammed his hands at the table with narrowed eyes. "Come out of your hiding spot. Face me. It's what you wanted, didn't you?"

" _Your time will come. But for now I'll toy around with you. I'm going to watch you suffer. I'll watch you as how your fears will eat you alive. How I, the great Illusionist, have killed the vigilante. I will be your worst nightmare. Take a look around you, Parker. You have lost. I have made everyone go against you. There's nothing worth fighting for."_

Peter twitched as the corners of his mouth slowly turned into a snarl. "No. I'll show you. I haven't lost. Not yet. You'll see."

Mysterio laughed, sending shivers down Peter's spine. _"Such meaningless words…you are nothing, Spider Man. Without your powers, you're just some kid. A regular human being. Imagine…if the whole world knows your identity. Imagine if they have found out who their savior really is. They would be…disappointed. Disappointed that their_ hero _is a kid. They would feel…betrayed…and trust me, Parker, that's what I'm going to do. I'm going to bring you to your knees. You and the city."_

"That'll never happen," Peter growled.

Mysterio sneered. _"Some men just want to see the world burn, Parker but you stand in the way."_

"Over my dead body! I'll protect the city. I'll do everything to what it takes until you are brought to Justice. Mark my words."

" _I believe that was the idea…"_ Mysterio said. " _Now…since you're so eager to be sent to your death, I'll be gladly do it but first things first…If you really think you could defeat me…then give up your web shooters. We'll do this…man to man. Villain versus Hero. The Illusionist versus the Web Crawler. But know this…we all know that it will end one way."_

Peter took in a deep breath as he realized what this meant. He was surrounding himself to Mysterio. Something which he had never thought of doing it.

Peter unwrapped his web shooters but he hung them in the air for a second before he placed them on the table.

"Now...follow the light that'll lead you to your doom."

Peter turned around and he saw the light flickering on. He let out a breath before he headed towards the light. He clenched himself tightly as a thought entered his mind before the light shut off with every step he took.

He hated being weak.

And darkness followed.

* * *

Peter entered another room. This one seemed to be large than the rest of them which made Peter guess that this was _the_ main room. The center of everything. A sound—the kind where huge lights would switch on—came and Peter raised his hand in front of his face to block the bright light. He lowered his hand down when his eyes had adjusted to the brightness and then, his eyes gazed ahead, landing upon what it looked like a figure.

"Mysterio," Peter said, growling a bit.

Upon hearing his name, Mysterio turned around as he wore a sadistic grin.

"Spider Man. I didn't think you would come at all, in all honesty. But I guess you would if your friend's life depends on it," he chuckled.

"Where is Ned?"

"Ah, getting impatient, are we? You instantly want to go to a fight. Tsk, tsk…that's why you'll fall. But, nononononono," he murmured. "We can fight later…"

Peter growled. "I don't have time for games, anymore. This ends _now_."

Peter walked towards Mysterio but as he did, something made him bounce back a little since he staggered backwards a bit. Peter narrowed his eyes as he lifted his hand and placed it in the air. There should be nothing but in this case, there was. Peter scoffed a little. Of course. There would be a barrier.

"Tell me…" Mysterio began. "Did you ever wonder how I came to be? How I gave myself a name that would strike fear through people's mind?"

Peter's eyes followed Mysterio's paces. "The kid was orphaned. The only thing that the police had found was the dead father's body. No one had seen or heard from the son," Peter spoke. "That son…was _you_. You killed your father. Why?"

"Because he denied what was rightfully mine!" Mysterio snarled. "He never supported me in what I wanted to. In what I wanted to _pursue_. He always thought I had spent way too much on something that would never work. I, of course, kept being against him which causes to have rifts between us. Rifts that could never be healed. For the longest time, I've always wanted a father that would support me and love me but instead, I got a deranged father!" Mysterio screamed. "Do you have any idea on what's it like to be the odd one? To always have been pointed at from the others?"

Peter gave a dry chuckle. "Do you know what the irony is? I _know_ what it's like. To be picked on. To always be the different one out of the group. I've dealt that before. But that shouldn't be the reason to murder your father. You can still change," Peter let out a breath he didn't know he was holding and he extended his hand out. "And I can help you. This is your chance for your redemption."

Mysterio glanced at hand, having a sudden nagging feeling but then his face got twisted into a maddening rage and brushed off.

"NO! My goal was always to destroy heroes which means _you_! You stand in the way of achieving my purpose," he snarled as he walked out of the invisible barrier, being closer to him and Peter narrowed his eyes. The two of them were face to face. "And trust me when I say this…you _will_ die!" Mysterio snarled as he scratched across Peter's cheek.

Chuckling, Mysterio crunched himself down before he threw himself upwards, straightening his arms out as he laughed maniacally. Invisible breeze began to come and it began to pick up, going faster as it wrapped around Mysterio. Peter took a step back as he watched Mysterio getting larger and more menacing. The roof began to crumble down as Mysterio kept on growing and he peered down while Spider Man took a step back.

" _ **Now…are you ready for your legend to die?"**_

 **Author's Note:** Damn…Peter is in deeepppp trouble. Will Iron Man come in time? Will Peter defeat Mysterio? The final battle is yet to come, folks, so best be prepared. What happens next? Find out! Toodles!


	26. The Chase is On

**Shout Outs:** Thanks to Dulcecitath for favoring, following and reviewing the story. Thanks to Sonar for reviewing the story.

* * *

Chapter Twenty-Six: The Chase is On

 _Crap, crap, crap_ was the only thing that went through Peter's mind as he watched the terrifying monster that loomed over him. For some reason, Peter should've _known_ this would happen. That Mysterio would have another trick up his sleeve. But he had to let his guard down.

Spider Man cursed his under his breath as the wind was speeding rapidly as though it would be formed in a hurricane soon. All in all, Peter hoped that Tony was ready with his plan. Right now would be a good idea to use it.

But Tony being Tony, Peter supposed Tony was going to launch the idea at the last minute. For a grand entrance or something.

Nevertheless, Peter would have to somehow hold off Mysterio who was now ten times taller than him and he honestly looks terrifying. His creepy looking glass helmet was now even more intimidating when they first met. And worst of all, he doesn't have his web shooters.

 _Man, this is just cheating._

" _ **Do you feel it?"**_ Mysterio's booming voice came. _**"All hope is lost. You have failed, Spider Man. It is finished."**_

Spider Man hardened his gaze. If he could just find the weak point, then it would be all over. Peter glanced around before he grinned as an idea came in. Mysterio may have taken away his web shooters but he still has the ability to climb walls. Smirking, Spider Man jumped backwards to avoid the hand that came smashing at the ground. The ground was split in two, creating a large rip and Spider Man swiftly latched himself against the wall.

" _ **You cannot stop me!"**_ Mysterio boomed.

"Is that all you can do? Sending out the not-so-great motivation speech and telling how great you are? Because that's pretty sad," Spider Man drawled though he widened his eyes when he saw the gigantic hand coming his way. He quickly leaped off and used this chance to grab onto his arm. Spider Man lifted himself up and he crawled upwards.

"You may be big and powerful but you're slow!" Peter exclaimed as he jumped off his arm and delivered a strong kick to the chest. Mysterio raged, stumbling backwards while Spider Man leaped off and landed on the ground. Part of the wall collapsed due to Mysterio's stumble but that didn't stop him.

" _ **You little wretch! I'll show you what ultimate power really is!"**_ he raged with fury before clouds of purple began to envelope around him, transforming him into something more alarming. The skin began to crack since it was evolving into something else, showing its dark green scales and Mysterio extended himself, spreading his large scaly wings. His tongue slithering while his eyes gleamed with madness.

" _ **I'll burn you...alive!**_ " he roared before releasing a large streak of fire at Spider Man.

* * *

Michelle growled as she tightened her grip around her cellphone. There were no responses from Peter or Ned which made her be worry. If Peter had scattered off somewhere, then they have a problem since Peter could be too reckless for his own good.

And to make things worse, the large dark cloud that was hovering above at the far north didn't made things any easier and Michelle had a feeling that's where Peter was.

 _Peter, what are you up to?_

Of course, Michelle was almost positive that he went to fight off the bad guy but doing it alone? That was…irresponsible. Stupid. Michelle scanned around the area and she titled her head to the side as she spotted a person. She briskly walked towards him, calling out his name. In all honesty, he was the last person to go to but she had no choice.

"Hey, Flash!"

Flash stopped walking as he turned his head to the side to see the girl—the one who hung out with Parker. What was her name again?

"What do you want, Melly?"

Michelle rolled her eyes. "It's Michelle, Thompson. _Michelle._ Not Melly. Or Smelly…nothing of that sort, got it?"

Flash smirked. "But really though. What do you want?"

"I need you to take me to that cloud—the one that's hovering at the North side."

"So?"

Michelle quirked an eyebrow. "So…take me there!"

Flash snorted. "And why should I? I'm not some cabbie where you can force me to go somewhere. It's not my fault that Peter's out there—"

"Wait," Michelle said abruptly. "How the hell do you know that Peter's there?"

Flash titled his head to the side as he grinned cruelly. "You mean, he hasn't told you? Wow, I thought you guys were friends."

"Tell me what!?"

Flash's grin grew wider. "The fact that he's Spider Man. Look: I know you are friends with him but I'm not. Why should I bother risk my life in order to get your friend's ass back here? That's not my problem."

Michelle dropped her jaw from shock and she clenched her fists tightly so that they turned white. When she gets a hold of Peter, he'll have some explaining to do.

"Do you have no shame? Are you really that cold-hearted? I know you and Peter aren't the best of buds and I'm not even asking for you guys to be one but for the sake for his life, please. Just take me there and you can go your own way."

Flash hardened his glare. "I believe I said _no_. That much is clear."

With that, Flash pushed aside Michelle who stared with wide eyes. Heart racing, Michelle blinked away the threatening tears that were brimming at the corner of her eyes and she began to walk away. Around the corner, Flash gazed out of his spot as he watched Michelle and he let out a sigh before he walked away from the spot.

Michelle let out a huff of frustration. She didn't know what possessed her to ask such a cruel person like Flash to help her out. She thought he could've changed but she was clearly wrong. She pushed people out of her way as she made a run out of the campus. Since she can't get a hold of Ned, she would have to reach Peter by herself.

A honk came, making her gasp.

"Watch it!"

"I'm sorry! I'm sorry!" Michelle shouted at the driver. She ran down the streets but just as she was about to cross, a honking sound came which gained her attention. She turned around and saw a snazzy sports car in black, going down the street. The window rolled down which revealed Flash.

"Hey…you're not planning to actually walk are you?"

Michelle huffed, walking away from him. "Why do you care? You care no one but yourself and I'm not going anywhere with _you_."

Flash rolled his eyes. _Females._ Quirking an eyebrow, Flash grinned as he suddenly did a sharp swerve which blocked Michelle's path but in doing so, he nearly ran over her.

"YOU…you…PRICK! WHAT THE HELL WAS THAT?!" Michelle screamed.

"Making you come with me. Otherwise, I'm going to leave you here alone."

"I can take care of myself, thanks," Michelle muttered and she went to the left though Flash also went to the same direction as her, much to her annoyance.

"So, you in or what?"

* * *

Spider Man was barely hanging onto the edge of the wall. It was threatening to tear itself apart; one more hit and Spider Man would be falling down to an endless plunge—a fall where he could severely break a bone. Spider Man lifted his other arm to heave himself up and he got on top of the broken wall, carefully placing himself upon it.

He had to find a way to defeat Mysterio. Or at least his tricks. Then it'll be just him and Mysterio.

" _ **You cannot stop me!"**_

Peter growled as he jumped from one spot to the next in order to avoid the fireball that had just been thrown at him. Spider Man narrowed his eyes as he looked around to find something to just temporarily stun him. His eyes fell upon a large boulder that looked like it was about to give out soon and Mysterio stood right where he wanted him to be, unaware or not. Grinning, he called out.

"Hey!" Peter exclaimed. "Have you ever heard of the expression…what comes up must come down?"

Mysterio hardened his stare, shooting him a piercing look. _**"What are you on about?"**_

Peter grinned. "This!" he jumped from his spot and managed to grab onto the large rock where he climbed up so that he was hanging down from the half-broken ceiling. He then continued to kick down the boulder with his feet which didn't take very long as he had enhanced strength—something what normal humans don't have.

The rock began to crack, longer having itself being hung from the roof as it's now tumbling down. Mysterio roared and just as the boulder smashed onto him, he released the fire that bounced off the wall and headed towards Spider Man.

"Aha! Yes!" Spider Man cheered as he saw the dragon tumbling down. However, he looked at the front only to see the fireball that was coming at him. He widened his eyes and he barely had the time to avoid it since the attack automatically crashed at the roof, just inches away from actually burning Peter. Because of the impact, the rocks were destroyed, sending Peter along with it.

Peter grunted when he slipped but he quickly rolled to the side in order to avoid being smashed by the rocks. He drew in a sharp gasp when the rock had nearly crushed him since it had landed next to him.

"You should've quit while you're ahead, Mysterio," Peter replied as he got up.

"No…n—no…I…will n—never…quit," Mysterio staggered up. "I promise you! I'll defeat you and that's what I intend to do."

Peter had to give credit to him. He was persistent.

"If the others didn't do it…" Mysterio chuckled darkly as he prepared an attack from behind. "Then I _will_!"

He extended his hand out to release the energy blast where Spider Man twirled in the air to avoid the blast. Mysterio then flicked his hand and all of a sudden, a large black hole appeared from underneath Spider Man. He plunged down but Spider Man gasped as he brought himself back to reality. Panting, Spider Man fell down to his knees, staring at the ground.

"You see…" Mysterio whispered from the shadows. "You can't win…No matter how hard you try, no matter what your efforts are…you'll prevail."

He appeared from behind and all of a sudden, Peter felt a strain in his body and he tried to shake it off.

"Now…surrender yourself…you can only be free if you just…surrender your cowl. Imagine. You would no longer need to feel all of this pressure on you. You longed to be free of this mess, isn't that right? How you wish to be normal. And I can grant you that wish…Today, no one will speak about the great Spider Man. They will only speak about how you wished for freedom and I, being the merciful villain, granted your true desire," he hissed. "Now…show me who you are…show the _world_ who you are…"

Tranced, Spider Man mumbled as he made his hand towards his mask. "I'm…Sp…"

Just then, a loud roaring sound came and a shout came along.

"SPIDER MAN! DON'T DO IT!" a voice roared which instantly snapped Peter back to reality.

Mysterio growled dangerously and Peter turned around as he gaped. "Flash…?"

"Look, thank me later but in all honesty, I think you have other problems here," Flash called out. "And I brought someone as well."

"Spider Man!" Michelle cried out but she got held back from Flash. "Lemme go!"

"Peter will kill me if anything happens to you," Flash hissed in her ear.

"Aww, isn't that sweet?" Mysterio sneered as he formed a hidden dagger behind his hand. Flash eyed the villain but his warning came too late.

"Spider Man, watch out—"

Spider Man managed to get out of the way the first time but on the second round, he barely had the time to move away and the blade came, stabbing him in the wrist which made Peter let out a painful scream of agony.

Mysterio leaned closer to him. "It hurts doesn't it?" he hissed as he dragged the blade across his forearm. "And now," he whispered. "The real battle begins…"

 **Author's Note:** God…you sick bastard, holy damn. But in all honesty, you gotta give Mysterio for being so persistent to defeat Spidey. But, that'll be his downfall…eventually…and where the hell is Tony? What happens next? Find out! Toodles!


	27. Regaining Trust

Chapter Twenty-Seven: Regaining Trust

Peter hissed when Mysterio yanked the dagger. Spider Man slightly whimpered from the pain that still shot through his body; his wrist was still stinging with pain and it felt limp. Peter let out a shaky breath as he slowly got up. He could really use his web shooters right about now. Mysterio narrowed his eyes as he stared at the young boy. Despite what he had gone through, he still has the will to continue the battle.

"Why do you still fight?" Mysterio murmured.

"Because…" Peter replied with a pained breath, holding his injured wrist. "I still have people to protect."

"But they turned against you…" Mysterio growled. Angered, he released his energy blast that struck Peter, trapping him against the wall. He swiftly zoomed towards him, coming closer at him. "Why do you still fight? There's nothing left to protect!" he raged as he slammed his hand against Peter's chest, zapping him. It made Peter grunt from pain and he could barely hold himself together.

"Stop it!" Michelle screamed as she struggled to get loose from Flash's grasp. "STOP IT! YOU'RE HURTING HIM!"

Letting out a heavy breath, Mysterio withdrew his hand and gave a glance at the girl. He cancelled out his powers, allowing Peter to fall on the ground.

"So…I'm assuming you two are friends with him," Mysterio sneered. "How cute."

Flash narrowed his eyes. "I'm not their friend. I only came here because of _her_."

Michelle growled as she stomped on Flash's foot and he gave out a hiss.

"Honestly, I could just ditch you right here and leave you with this freak," Flash growled quietly.

"Tsk…such a pretty face…" Mysterio said as he placed his hand on Michelle's cheek who slightly shivered from the cold touch. "It would be a shame if something…bad would happen to them…" he scratched across her cheek, having a cut.

"Stay away from them," Peter snarled.

Growling, Mysterio moved towards Peter who began to push himself but Mysterio used his foot and kicked him over so that he placed his foot on Peter's chest.

"I should just finish you. Kill you off right at the spot," he snarled.

"Then why don't you?" Peter gasped for air.

"Where's the fun in it? I intend to make you suffer, Parker, and that's what _I'm_ going to do. Now get up."

Peter pushed himself up but before he got up to his feet, he quickly performed a side way so that Mysterio was swept off his feet and he fell to the ground. Without hesitating, Peter climbed on top of him, wrapping his hand around Mysterio's neck and was ready to punch the living daylights out of him with his free hand.

"Spider Man, don't!" Flash called out.

Mysterio chuckled as he was being choked. "You want to do it, don't you? Do it…let it all out…" he gasped for air as his lungs were being strangled.

"This is _not_ how you do things. Don't do it!" Michelle shouted. "Peter!"

Gasping, Peter snapped himself back to reality as he widened his eyes and released the grip that was on the villain.

"You're a fool, Parker…and you will lose _everything_ ," Mysterio hissed as he disappeared, sinking to the ground. Peter stared at the empty spot, letting out a heavy breath and he closed his eyes.

He _almost_ did it. He almost crossed the blood red line.

He got up, still numb from the recent move and it honestly frightened him. Peter stared at his hands before he curled them into fists.

"Peter…" the voice from Michelle interrupted the heavy silence and Peter glanced to the side.

"What the hell are you guys doing here?" Peter snarled as he faced them. "You could've gotten killed. As much as I dislike you Flash, you're my priority as well…" Peter gritted his teeth.

Flash sneered. "Do you know why I came here?" he asked, pushing Michelle away so that she was behind him. "It was because of Michelle's plea. Because of her, I came here so you wouldn't get your ass kicked," he growled and he found himself close to Peter who glared at him. "Now I wonder…I should've left you here to die."

Peter tightened his fists so that they turned white from pressure. "Maybe you should have. Since when did you changed?"

"I'm not the one who should be answering that."

Peter breathed heavily before he took a step back and he locked his eyes on Michelle who stared back.

"Find Ned. And get out of here. That's an order."

With that, Peter jumped in the air and latched himself against the wall before he leaped again, disappearing from sight.

* * *

Tony hardened his gaze at the news that was currently. The city was a mess and no doubt about it, the police force were already out at the streets, trying to bring the order back.

Tony growled as he sharply turned away from the screen (though as he passed by a table, he grabbed a small device) while Happy gave him a look from behind though he started to catch up with him.

"Sir, where are you going?" Happy asked.

"I'm going to finish what I started," Tony spoke in a cold tone.

* * *

Peter ran down the path of the abandoned amusement park. This would've been easier if he had his web shooters but the idea on getting them back was low. Unless Tony somehow miraculously appeared at the last second after he did some sort of a grand entrance.

Pitiful.

But as for right now, Peter will remain as the 'Wingless Spider'. He paused in thought.

Huh...looks like that name really was catching on.

And he hates it.

Peter found himself at a darkened area of the park and he stopped, trying to figure out where Mysterio could be hiding which was practically anywhere.

"Show yourself, Mysterio!" Peter shouted. "What's the matter? Are you afraid you'll lose?"

A maniac laughter rang out, sending shivers down Peter's spine.

" _You've got guts, kid. I'll give you that,"_ the sinister voice spoke from the darkness. The large looming shadow swirled around which made Peter be aware that someone was lurking around. " _But you'll fail. You're too reckless for your own good…"_

Peter narrowed his eyes as he saw a figure materializing out of nowhere. Mysterio let out a welcomed breath as he peered down. From where he was, Spider Man looked like a small insect that could be squished.

" _If you want to be sent to your grave then so be it,"_ Mysterio chuckled darkly. _"This will truly be your end!"_ he laughed manically, raising his hands so that they were enveloped in balls of water. He released the attack, sending out the large tide and Spider Man widened his eyes as he just narrowly avoided the blast.

Spiders and water don't mix that well.

The entire street got flooded while Spider Man latched himself against the large board sign that was above. But he realized that he wouldn't be safe soon since the water began to rise at a rapid pace and Peter was struggling to hold on but it seemed as though that the current had won. His fingers began to slip until the water engulfed him completely.

Peter made a muffled gasp from the lack of air he has as the current continued to sweep him away. Mysterio cackled, swinging his arms in circles so that the water began to form itself in a huge circle. Spider Man felt that he was losing his conscious but he was going to fight back, regardless what situation he was. Letting out a muffled choke, it got harder to breathe but if Peter could somehow make Mysterio lose his concentration then it would be easier to beat Mysterio.

Peter felt himself moving around in the water until he spotted a pole where he could pull himself out. With the right timing, Spider Man got his hand out of the water and grabbed the pole with his hand, struggling to get out of the strong current.

When he did, he gasped for air, taking eager gulps as he coughed while he was trying to catch his breath. Peter looked up only to have his eyes wide, his pupils being illuminated from the bright burning flames that had just been conjured. Mysterio cackled as the fire was summoned, formed into a ball and he released it, shooting it straight at Peter who pushed himself away from the pole, letting himself drop down as the fire went past by him.

Spider Man landed on the ground but he didn't had a chance to take a breath since Mysterio instantly released another attack by shooting sharp spears towards him. Spider Man leaped backwards, avoiding the blades until he got trapped at a corner which made him turn around to stare at the wall.

Mysterio flew towards him with a maddening gleam in his eyes, lifting his hand that was beginning to be engulfed by another batch of power.

"You should've realized, Parker, you're out-matched! You can't defeat me!" he cackled and then fired his energy blast where Peter, at the last second, jumped from the wall and landed on the opposite side.

But, perhaps he shouldn't have done that, since the ball of energy suddenly began to transform itself into something else the minute it struck the ground. The energy ball started to change into something much bigger. Its wind began to pick up speed which made Peter walk backwards and there were crackles of lightning inside the storm, resembling like a tornado. The storm then got expanded, leaving less time for Spider Man to escape and it trapped Spider Man inside.

The only thing that was visible in the grey storm—other than the lightning—was Mysterio's maddening face.

"And now…you get to see how it ends…" Mysterio replied menacingly.

* * *

Michelle ran down the street but she was forced to go back a little due to the tumbling rocks that were falling down from roofs. She stepped over them and reached upon a door where she gave a small push to the door.

"Damn, it's locked," she muttered until she got an idea. She took a step back and delivered a strong kick to the door which fell down upon the force. She had no clue where Ned could be but at least she now knows why he wasn't answering.

 _Where are you Ned?_

" _Michelle…"_

Michelle froze upon hearing the voice. She would recognize that voice from anywhere but that couldn't be possible. Her heart was beating rapidly as she began to sweat from being overwhelmed. This couldn't be happening…

" _Michelle…I'm here…come to me! Please!"_

"Mom!" she exclaimed as she stared ahead, seeing a blurry figure that appeared from nowhere.

" _Come to me!"_

"I'm coming!" she cried out as she began to run to the shadows.

* * *

"It's over! You're done! This is it. I've done what no one else could do. All these years…all these fighting…I've cornered you! Now the world will get to see how you had died."

Spider Man took a step forward as the storm closed on him and Mysterio raised his powered hand, gleaming madly.

"Now die!"

However, as Mysterio closed his fist which made the storm close on him, something struck at Mysterio's hand, making him howl from pain and it forced him to cancel the power. Spider Man gasped as the storm came in and he lifted his hands in front of him as a shield, bracing for the impact. But it never came since the storm died down just as it covered over him.

Confused, Spider Man lowered his hands and he looked up to see Mysterio holding his hand from pain. Peter frowned, wondering who could've delivered the attack.

"You know, if you really wanted to kill Spider Man, try doing it in a more secluded area where you can't be _found_."

Spider Man grinned upon hearing the voice but what it said made him scowl, though.

"NO!" Mysterio howled. "I was made sure that he wouldn't be found!" he snarled.

The newcomer rolled his eyes. "I mean it's not like there's a big gigantic swirling cloud of storm hanging over here and well, you know…it gave out the location."

Mysterio growled. "It doesn't matter because now…I kill you both!"

"Steady as she goes, fellas," Iron Man spoke.

Captain Stacy smirked. "Let's take down this son of a bitch. Men, ready your position!"

Raging with fury, Mysterio started to create another attack that would surely wipe them out. When he was charged with power, Mysterio released his energy wave that wiped them out.

"No!" Spider Man cried out as he headed towards the police. He attached himself to the edge of a building and jumped to the next one until he leaped off at the end of the line, heading straight towards the cop and Peter grabbed him from mid-air. Snarling, Mysterio charged his hand with power and when it was full, he released it in hopes of killing Spider Man right on the spot.

However, that backfired since Iron Man stepped in, releasing his own energy blast. But because of the heavy power, it created a large shockwave which sent all of them (including Peter) flying in different directions. Peter drew in a sharp gasp as he braced himself for the rough impact that was about to come. He struck the ground, tumbling down harshly and then nothing.

 **Author's Note:** Ooohhh things are getting heated up! But we're getting close to the end of the story, I promise you! But like wow, I had no idea book four would drag on for so long and it's almost at the end of June…which is like literally tomorrow…unghh…but what happens next? Find out! Toodles!


	28. The Trials

**Shout Outs:** Thanks to Sonar for reviewing the story. Thanks to Nindragon for reviewing the story.

* * *

Chapter Twenty-Eight: The Trials

" _Come to me…"_

"I'm trying!" Michelle replied as she ran blindly, unaware that there was a sudden breeze beginning to be picked up. Her tears blurred her eyesight and she couldn't see what was in front of her but she stopped halfway of the path.

She fell down to her knees as the tears were threatening to be released since it began to shake her body from being suppressed for a long time.

"Mom! I've missed you! Things had been so different. Why did you go away?" Michelle sobbed as she threw herself on the figure.

" _My sweet…child…remain true to who you are…"_

"I…I need you…" Michelle croaked. "I don't ever want to let go."

While this was all happening, Flash grunted as he shifted some rocks that had been fallen, from what he didn't know. He then went under a blockage before he straightened himself up and a blast of wind blew at his face which made him raise his hand up in order to properly see what was ahead of him.

Flash titled his head to the side with a frown on his face as he felt that the air—where he currently was—somehow felt different. It was filled with evil, naturally but at the same time, it felt hauntingly peaceful. He squinted his eyes as he stared ahead.

 _Michelle?_

At least that's who he thought it was when he was able to make out the sitting figure who was on the floor. But what was she hugging at?

Whatever she was hugging, it didn't looked like a person at all. It was completely made out of shadows that creepily hung over at Michelle.

"Michelle!" Flash yelled.

He pressed his feet together and began to push against the wind.

 _Oh Flash..._

Flash turned around as he thought he heard a voice. Maybe he was imagining it? But at the second time around, it grew louder.

 _Wait a second...Why do you bother saving her? She doesn't mean anything to you... Forget about her...she's useless anyway. But instead...focus on_ _ **you**_ _._

Flash stared almost in a trance-like state as a bright light came in, creating a _zing_ sound as it appeared. And then, the white light vanished and in its place was a sword.

 _You have a thirst to prove yourself that you're better than the rest of the people. If you take this path, take this sword, you can finally get want you always wanted! Kill Mysterio and take what is rightfully_ _ **yours**_ _._

Flash suddenly found himself at the sword (even though he had no idea how he has gotten here so quickly) and he stared at it. Flash lifted his hand and began to move towards the weapon.

 _That's it. You're almost there..._

As he was about to grasp the handle, he suddenly stopped.

 _Wait...what are you doing?_

Just like that, images started to appear in his mind; most of them contained Michelle and then, in a blink of an eye, Flash felt himself returning back to normal while the voice screeched.

 _NO! IF YOU TAKE THE OTHER PATH, YOU WON'T EVER GET WHAT YOU TRULY WANT!_

Flash narrowed his eyes. "Sorry but your time is up."

And then, he grabbed the handle and headed towards Michelle while the voice was screeching in pain as it began to disappear. Once there, Flash lifted the sword and then he sliced through the misty figure.

There was almost stillness, an eerie silence as the shadow broke like glass before it died down; even the wind seemed to have died.

Flash let out a gasp as he panted heavily, taking slow shaky breaths before he let the sword fall down as he collapsed on his knees.

"Alright…" Flash said after a heavy silence. "Let's get out of here."

Michelle nodded. "What…what happened?"

"I'm assuming Mysterio played tricks on us," Flash answered as he picked her up. "You see whatever you wanted to see and same goes for me."

"Right…damn, Mysterio is a pain in the ass," Michelle muttered.

"Y—yeah…"

* * *

Spider Man groaned as he flickered his eyes open. For a brief moment, his vision was blurry and it was hard to get a focus on his surroundings.

He winced, feeling a slight headache coming in. All he remembered was the sudden blast before being knocked down and then nothing.

A coughing sound came, interrupting Peter and he looked to the right to see Iron Man who was pushing himself up.

"Iron Man!" Spider Man exclaimed as he scrambled up, rushing towards his mentor.

"Nice to see you to, kid," Tony grunted.

"What happened?"

Tony winced. "Well, I must admit that whatever happened a few seconds ago was my fault but just know that I saved your ass."

Peter snorted. "Please, like I need saving. But what are you doing here in general? With the police?"

Even though he had a mask, Tony raised an eyebrow. "I believe I'm saving you. I think that should be pretty clear."

Peter slightly glared. "I don't need saving. I had it under control."

"Yes, I can see that and you're doing a fine job at it," Tony said sarcastically. "And I believe this is yours," he threw an object at Peter who caught it and he stared longingly at them.

"My web shooters?"

Tony smirked. "I'm guessing you would need them, wouldn't you? They certainly wouldn't fit me. Now, I'm assuming your friends are with you?"

Peter winced. "Uhm...yeah..."

"Where are they?"

"Er...I might've told Flash and Michelle to look for Ned..." Peter laughed nervously.

"You _what_?! Peter, you fool! You literally had send your friends in danger! It's a deathtrap and—wait, Flash is here?"

"Unfortunately..."

Tony sighed. "Where's Ned?"

Peter grimaced. "He got kidnapped. Which is why I'm here in the first place. I don't know where he is but I fought Mysterio."

Tony bit his lip as he let out a sigh. "Peter…" he muttered. "Mysterio is gone."

Peter frowned as he whipped his head to the side and saw that the nasty villain was gone once again. He groaned.

"How am I supposed to fight him if he keeps on disappearing!?" Peter roared. "I swear I'm going that get bastard."

Just as Peter got up, Stacy came along.

"Alright then. What's the plan?"

Peter lowered his head as he tightened his fists. "No. I need to do this by myself. I already had put you enough danger."

He started to walk until a hand blocked his way. He looked up and saw Iron Man who gave a small motion with his head.

"Maybe you don't have to everything by yourself. Trust me, I know. I know we all want to do everything by ourselves but that wouldn't get us nowhere. You friends, Spider Man, don't push them away. You need them. Just like they need you. I didn't brought Stacy for the heck of it—you know that."

Iron Man took a step back as he was next to Captain Stacy.

"You're the leader now. We will all follow you."

Peter stared at them before he spoke. "Alright then. Iron Man, scan the place for any signs of Mysterio. Captain Stacy, ready your men so that they are ready."

Stacy grinned. "Yes sir."

Iron Man deactivated his scanner and turned his attention to Spider Man. "I've got a lock."

* * *

Mysterio sneered as he walked down the hall of the room; his cape swishing behind him. That little brat was being more persistent than he thought and he was getting on his nerves.

"Who…who's there?" the whimpering voice came.

"Don't worry," Mysterio hissed as he lifted the blindfold, revealing a beaten up Ned. "It'll all come to an end. You'll see."

"Where's…Spider Man?"

Mysterio grinned maliciously. The poor boy was relying on his friend and he still yet has to come. "Ahh…I'm afraid he's not coming. You see, he already got what he needed. He doesn't need you anymore…and neither does the rest of your friends."

"That's not true…"

The fiend let out a cackle. "You think I'm lying? Fool! He had all this time in the world and he _still_ didn't came. Some friend he is."

"He'll come…I know…he will…"

"Shhh…" Mysterio hushed him by placing his finger on Ned's lips. "Save your breath. You'll need it…"

"And what are you going to…do?" Ned shakily asked.

Mysterio smiled sadistically as he placed both of his hands firmly on the chair's handles, leaning closer to Ned so that he could feel Mysterio's breath which made Ned wince, cowering back a little.

"I'm going to make your friend… _suffer_ until he begs for death."

* * *

Spider Man landed in the clearing. He was so close to Ned as well as getting out of this mad place. Peter was sure that he wouldn't go to another amusement park as long as he lived.

 _Ned, I'm coming._

As he entered another station, a _whoosh_ sound came and it sounded as though something invisible had entered but it was unaware to Peter.

" _You're really stubborn boy. Stupid, stupid boy,"_ the voice echoed in a ghostly manner.

Spider Man stopped in his tracks as he looked around the abandoned room.

"Show yourself!"

The voice laughed. _"You think you're strong, aren't you? Wake up, Parker. We both realize that the world has already come to an end."_

Like a mist, Mysterio appeared from behind coming closely on to Peter before he entered through him, standing in front of him.

" _Now…let's see the true power of Spider Man…"_

All of a sudden, Peter felt a tremendous amount of pain that coursed through his body. He fell down to the ground, writhing in agony and it felt like white hot knives had pierced through him. He wanted this pain to stop, feeling his body wanting to explode. Peter screamed from all the pain, moving around in his spot in attempt to get rid of the agony. His jaw opened, sending in more pain and out of his mouth, black mist-like liquid poured out. He wanted it to end and during this brief moment, Peter considered that if this was dying, maybe it wasn't that bad. As soon as it started, it was gone, leaving a breathless Peter.

He glanced behind, turning around to see a black particles appearing from thin air. He felt tense all of a sudden as this one felt even more sinister. More disturbing than Mysterio if that was even possible. It was eventually formed completely and Peter could now see the outline of the shadow. But as it became clearer, Spider Man widened his eyes from shock as his throat went dry and all he could hear was Mysterio's menacing voice.

" _Now this will truly be your end…"_

 **Author's Note:** And of course, Peter went into a trap…*clap, clap* but only NINE more chapters left! Hang in there guys but thank you so much for your support! I had never gotten this much support for any of my book series so this REALLY means a lot to me. From the bottom of my heart, I thank you! And just what was the thing Mysterio had 'created'? I'll give you three guesses ^^ What happens next? Find out! Toodles!


	29. The Funhouse

Chapter Twenty-Nine: The Funhouse

Spider Man stared at the form with wide eyes. His whole body froze as he stared at the figure that looked just _like him_ except more sinister and dark looking. His whole suit was black with a white Spider emblem in the middle of the costume. The being creepily walked towards him which made Peter scrambled backwards. For the first time in his life, Peter felt _scared_.

" _Look at it. Doesn't it just simply…takes your breath away?"_

Peter's heart was rapidly beating and it felt like it wanted to burst.

" _There's nothing to be afraid of,"_ Mysterio gleamed. _"After all…this will be your undoing…"_

With that, Mysterio vanished which left Spider Man with…whatever it was. The creature let out a terrifying scream like a banshee before it began to scurry towards Peter who scrambled backwards before shooting out his webs in order to make a quick getaway.

That thing—whatever it was—was honestly the creepiest thing Peter had ever seen in his life.

"What are you?" Peter asked, staring at it. But as a response, the creature gave a heavy snarl and it began to run towards Peter who quickly flew out of his spot just in time as the strange creature smashed its fist at the area where Peter was just a second ago. However, the attacker seemed to not let Peter give a rest as every time, Peter got out of his spot, the fiend would just attack again, destroying everything that was in its path.

Peter tumbled to the ground when he lost his grip on the webs. He widened his eyes when he saw the monster lunging at him from mid-air. Peter quickly got up and used his webs so that they got attached to the brute. Using his strength, Peter then pulled it down, sending the fiend crashing down through the ground.

Spider Man took deep breaths in order to calm himself down and he walked towards the hole to peer down. In this case, he wanted to make sure that…whatever it was…had been vanquished. Without a warning, the creature let out a horrifying screech which made Peter jump with startle as the being lunged at Peter, grabbing him by his neck and brought him down to the ground.

"Ungh…let me…go!" Peter gasped as he struggled to get the thing off of him. Feeling his vision going out, Peter continued to struggle and then he brought his leg closer to him in order to deliver a kick in the stomach before Peter made a punch across the jaw.

Using this chance, Peter used both of his feet to push the creature off him completely so now, he was able to move away.

Not wasting a second, Peter released his web and he flew out, using the hole that was on the roof to his advantage. Snarling, the creature raced after Spider Man, using his own spider-like webs and the two swung around the park. During the chase, if anything, Spider Man had found out that this creature was a lot stronger than him. More powerful.

But why did it looked like him?

Peter grimaced as he thought of a one possible answer and he didn't liked it at all. This thing…this creature…it may be his dark side but that's impossible, isn't it? There was no way Peter could've developed a dark side. But nonetheless, if Mysterio thought this fiend could defeat Peter than he was sadly mistaken.

As long as he got the will and the courage, then nothing could stop Peter.

Peter firmly placed his feet on the top of the roller coaster where he noticed the Ferris wheel. Having a thought in mind, Peter glanced at the Spider-like creature that was heading towards him and then, he released his webs, stretching out to the gigantic wheel. Peter struggled to tear it down but after a few tries, the wheel finally got separated from its spot, releasing a loud groan from the metal.

The Ferris Wheel spun in the direction of the fiend although it destroyed a few stations in its path and just as the creature was about to attack Peter, the wheel squashed him, sending out liquid-like substance dripping down. But in doing so, the Wheel had also demolished most of the roller coaster's parts. Peter let out a sigh of relief as he was finally done with that thing.

Spider Man stared down at the puddle of black liquid and then he began to web swing away. However, unbeknownst to Spider Man, the liquid started to bubble as it slithered from out of sight.

The web crawler landed on a rooftop before he continued to swing around but as he did, a gooey substance came out of nowhere. However, Spider Man felt his senses being buzzed on and he turned around to just in time to avoid the attack by flipping in the air. The vigilante then grabbed on his web that had just been released but the second attack came, slicing through Peter's string which made him fall.

Peter gasped as he frantically fired another shot of his web where he grabbed it at the end though he was only able to hold it for at least a second since something tackled him from mid-air. The two plunged down as they wrestled one another, smashing through the roof and Spider Man was able to kick the being off, firing another string of web where he clumsily grabbed on.

But just like before, the web lost its hold due to the falling rocks, forcing Spider Man crash at the ground with a painful thud. However, because of the fall, it also had the attacker hit the floor with a _splat_ , forming itself into a puddle.

Peter groaned as he shakily pushed himself up. He swear that this battle will be the death of him. Peter looked at the black puddle, wondering how that thing was still alive. Narrowing his eyes, Spider Man had one last trick up his sleeve in order to defeat this evil being which made him hope that it would work.

Spider Man eventually got up to his knees but when he did, he was instantly met with many reflections of himself. And because of that, Peter automatically knew where he was.

The House of Mirrors.

" _Look at yourself…Is this what you wanted to become? To become the relentless hero that you had always been? How long will you continue to go on until people stop appreciating you? There are two sides of every coin…"_

Peter stared at himself at the mirror and then, like the Master, a being appeared above Peter as though he was a puppet. The being hung over him eerily as though Peter was its possession. But as the voice talked, Peter found himself in a trance, unable to process his mind by his own will. He no longer has control of himself.

" _Your mind…soul…you'll soon become tired of it…People will forget you…"_

Peter could literally see himself falling into a large hole where he fell to the ground and he pushed himself up only to meet with a crowd of shadow-like beings with red eyes, all swarming around Peter, dragging him down until only his hand was visible for a brief second before it disappeared within the crowd.

" _You'll be forgotten…You'll be nothing but a myth that'll be erased from existence…"_

Peter ran endlessly through an empty black void until he started to dissolve into misty particles.

" _Remember…Parker…what you seek can be beautiful but it can also be perilous and you'll soon belong to me…"_

Just like that, Spider Man snapped out of the trance and he stared at the mirror with wide eyes, placing his hands on the floor to support himself.

This place was driving him crazy.

Just then, a snarling growling voice interrupted Peter's thoughts as he turned his head slightly to the side and from the corner of his eyes, he saw the black puddle, forming into the creature once again. With another snarl, its hand was shaped into an axe where the fiend raised its hand, aiming for Peter. Acting quickly, Peter rolled to the side to avoid the smash.

"You again," Peter growled. "How many times must I strike you in order for you to fall?"

" _Until you cross the blood red line…"_

Peter gritted his teeth as he tried to block the voice that was in his mind.

 _Shut up, shut up._

Spider Man looked up to see a part of the ceiling unstable and so, he released his webs in order to bring it down. With a second pull, the rocks tumbled down which enclosed the monster, letting Peter escape and went out of sight. However, the creature didn't let mere obstacles get in the way as it already broke free of the rubble, snarling as it slits its eyes, giving a watchful look at Spider Man.

* * *

Spider Man went back to the place where he had 'met' the evil being. He narrowed his eyes as he saw a figure on its knees who gave a deranged chuckle.

"Alright, Mysterio. It's over," Spider Man growled. "No more fun and games."

Mysterio laughed, throwing his head out before he turned around, rising up.

"You're persistent boy…but, now…it's time to end."

 **Author's Note:** Wow, I felt that the action with the evil twin was dragging too long…sorry :3 but I repeat, that was not Venom. I repeat; that was _**not**_ Venom—trust me, he'll be in the story too but just not now. We only have eight more chapters to go! Hang in there! What happens next? Find out! Toodles!


	30. The Master of Illusions

Legends:

 _Italics:_ Flashbacks/memories, Mysterio narrating

 _ **Bold Italics:**_ Peter talking

* * *

Chapter Thirty: The Master of Illusions

"What...will it take to get rid of you, boy?" Mysterio growled dangerously.

Spider Man smirked, crossing his arms over his chest. "You know, that's a question all the bad guys have been wondering. But it's simple. I'm just too amazing to get rid of," he said cockily.

Mysterio let out a breath. Even though he had a glass helmet on, Peter could feel that his eyes were piercing through him.

"You imbecile! You impudent brat!" he raged. "You _fool!_ " in a breeze, Mysterio floated towards Peter who stood his ground as Mysterio waved his hand across his face. "You think just because you have super powers, it automatically makes you invincible? You stupid boy! Even your so called mentor knows what it takes to be a _hero!_ You defeat a few villains and have the public adore you? You _think_ it'll all just come to you? I'm sorry to say but it doesn't _work_ like that! You need to be _something_ in order to _be_ something!"

Peter glared, feeling a sense of a déjà vu vibe.

"I _am_ something. I am fastest. I am the smartest. I _am_ Spider Man!"

Mysterio snarled so heavily that it made Peter to actually take a step back.

"So you think that after having sudden powers, putting on a mask makes you what you are? Without it, you're nothing!"

Mysterio's voice echoed inside Peter's head as a flashback entered Peter's mind.

 _"But I'm nothing without the suit!"_

 _"If you're nothing without the suit, then you shouldn't have it."_

"And it's why _I_ can defeat you!" Mysterio stabbed a finger at the side of Peter's head. "I know _all_ about you. I know what you are. You're weaknesses and it doesn't take a genius to figure out what they are."

Peter froze as another flashback came in.

 _"Who are you?"_

 _"We have met. Once upon a dream."_

"You still haven't told me how you knew me before. The first time we had met."

Mysterio grinned terribly. "What makes you think you're the first Spider I had met? My _name_ isn't something to be feared upon. There's a reason why I chose it."

Peter furrowed his eyebrows. "Wait...what do you mean I'm not the first Spider you have met? Are you telling me there's _more_ of me?" he whispered.

Mysterio stopped in his thoughts as he tilted his head to the side.

"You really don't know, do you? I would've thought your good old friend, Tony Stark, would've told you but I guess I have to tell you..."

Peter was really confused. What does Tony have to do with this?

"Tony knows...?"

"Of course he does! Why do you think he has been secretive up until now? But now it's time, dear boy, for _you_ to learn your _true_ destiny," Mysterio spoke mistily.

The villain raised his hand up so that it sparkled with purple magic before he washed over Peter's face who had, once again, found himself in a trance.

Peter felt light as a feather as though all of his worries were gone and he floated while his vision started to dissolve...

* * *

" _You see, I was just like you. Just a normal citizen-before having any superpowers. I had a content life but I always thought I had greater things to offer to the world. I always felt that I was meant to be_ _ **more**_ _."_

 _ **"Is that why you became Mysterio?"**_

 _"Yes...and a bit of no. As I grew older, my passion grew bigger for illusions and special effects. Of course, my cursed father thought I was stupid and didn't see my talents so we had our rifts—rifts that were never healed. I was a bit more attached to my mother but she died when I was little."_

 _ **"I'm sorry. I know what's it like to lose loved ones..."**_

 _A dry chuckle came. "Don't be sorry," Mysterio replied bitterly. "My whole family was a mess. Nonetheless, the days went by and my father became cold and isolated. I stayed my distance as much as I could. Finally, when I had enough, I went down a path where I knew I couldn't come back."_

 _ **"You murdered your father, right?"**_

 _"Yes. I murdered him, told a false story to the police."_

 _As Mysterio spoke, Peter could see images such as the closed case where Peter talked to Stacy coming into his mind._

 _"Though, while I told a false story, I always thought that one of them never believed it. What was his name? Ah yes. Captain Stacy. A sharp cop, if you ask me. But on with my story. A day after I murdered my father, I went to pursue my career, tried different studios until I finally got one. I had met a friend who was actually connected through all of this. Made me the man I am today. I do have to thank him someday."_

 _ **"And how is your friend tied in all of this?"**_

 _"Ah, I'm glad you asked. He was a wonderful friend-the best I could ask for. I'm sure you'd understand that. He helped me through my darkest times, supported me when I needed it."_

 _ **"Does your friend support you now?"**_

 _There was a small hesitation before Mysterio spoke._

 _"I haven't heard from him in a long time. You see, I lost contact with him when I made my debut as Mysterio-a name where it would make people remember it."_

 _Peter frowned. "_ _ **You still haven't answered my question. How did we met before when I had no vague memories about you? Did the others met you?"**_

 _Mysterio smiled cruelly. "There was_ one _Spider that grabbed my attention. Grew fondly of him. In some ways, you remind me of him."_

 _ **"Who was it?"**_

 _"Miles Morales. Peter, I'm not just an Illusionist," he spoke softly. "I'm not using my powers just to play tricks with your mind. It's how I was able to figure out who you are. I studied you. Your behavior. Your movements. Your sudden disappearing appearances. Of course, I had once considered your other friend. The muscled one."_

 _Peter stifled a laugh._ _ **"Flash?"**_

 _"Yes but he was too arrogant so I knew Spider Man had to be someone of pure."_

 _ **"Uhm, thanks I guess."**_

 _A small scoff came. "You should know why I can defeat you...you're not invincible. I_ will _win and rule the world."_

 _ **"Over my dead body."**_

 _"I believe that is the idea. But you must understand now, Spider Man. Why you're going to be a failure and I will take over. But don't worry. I promise to take care of your friends..."_

 _Like that, Peter suddenly felt being pulled away from this strange reality and found himself back to the spot to where they were before._

It felt as though they hadn't left even though Peter had went into a deep sleep. But it wasn't long when he saw something being summoned and then, it got thrown at Peter who gasped, raising his hands up and waited for the impact.

 **Author's Note** : Aha so now you know more about Mysterio! And ooo Miles Morales and there are other Spiders? *hint hint* what happens next? Find out! Toodles!


	31. Dreams and Illusions

**Shout Outs:** Thanks to Jyheim582 for favoring and following the story. Thanks to Sonar for reviewing the story.

* * *

Chapter Thirty One: Dreams and Illusions

As Peter raised his hands, he fired out his webs where he got pulled up just in time as the blast struck.

"You should know by now," Peter responded. "I _never_ stay on the ground!" he exclaimed as he kicked across Mysterio's face. Mysterio grunted as he fell to the ground but he quickly released his energy blast though Peter avoided them.

"You runt," Mysterio growled.

Peter sneered as he ran towards him and picked him up by the scruff of his shirt before turning Mysterio around, slamming his face against the mirror.

"Look at yourself! Is this what you always want to be? You can _change,_ Mysterio!" Peter exclaimed.

"I have already lost what I had!" Mysterio raged. "Why…why… _why_ do you keep on _insisting_ to seek redemption for villains who have done nothing but torture you endlessly?"

"Because I believe that even they—even the most ruthless villains—can have second chances at redeeming themselves. It's never too late, Mysterio. All you need is the right guidance to help you go into the right path."

"SHUT UP!" Mysterio roared as he elbowed Peter in the gut and then he grabbed Peter's arm, twisting it so that a loud sickening _crack_ was heard, making Peter cry out in pain.

Mysterio threw him to the side like a ragged doll. His cold meaningless eyes bored at the figure that was lurking in the shadow before he had his eyes fall down upon Peter who was slowly pushing himself up.

"You see what I had become? You can't save me...its too late. And now," Mysterio whispered. "It's time for me to end you."

Just like that, something jumped from the shadow, slithering towards Peter. However, before Peter had time to react (due to Spider senses), in a one swift move, it let its fangs sink deep at Peter's shoulder, causing him cry out in agony.

Peter threw the attacker away from his shoulder and it staggered down to the floor.

Peter panted heavily, feeling the poison going through his body, his vision being hazy as he could barely see at the front.

"What did you to do me?" Peter sharply breathed.

"I've killed you…" Mysterio laughed nastily. "And soon, you're going to see your dead parents."

Chuckling evilly, Mysterio floated backwards disappearing into a mist as his voice echoed.

" _Kill him."_

Snarling, the evil being raced towards Spider Man who struggled to get up. Spider Man lifted his head and he barely avoided the swipe attack from the creature since Peter rolled out of the way.

Spider Man fired his webs, having them attach to the monster and he swung him so that he got slammed against the wall and Peter quickly covered him in webs but the creature tore it off, heading towards Peter who flipped backwards to avoid the attack.

Struggling, Peter released his webs in order to get out in hopes he could destroy him-it-once and for all. But it wasn't easy with the poison running in his veins.

" _You can't outrun this! You can run all you like but the darkness will still hunt you!"_

While in the air, Peter saw Mysterio's holographic head who was glaring at him disturbingly, sending fear straight down to the core. And then, the holograph opened its mouth, releasing a streak of fire at Peter who threw his free arm in front of his face. But the blast never came since the fire went right _through_ him which made him widen his eyes with disbelief.

It felt so _real._

Peter shuddered at the disturbing grin from Mysterio. It was hauntingly frightening and he hoped that he would never have to see it again.

The snarl from the creature snapped Peter out of his thoughts and he saw just in time to see the black goo firing at Peter. Spider Man dodged it, leaping from one rooftop to the next while occasionally swinging on his webs.

However, as Peter avoided the goo, the creature took advantage of him by studying his movements and when he got it right, the monster released another attack. As a result, Peter went to the side but then just as Peter began to land, the fiend fired its attack and it made Peter slip on it.

Peter gave an exclaim of shout as he found himself falling to the ground but he quickly released another web but that also had been shot down by the goo.

The brute tackled Peter who was furiously web shooting at him but to no avail. The two were sent plunging down until they crashed down through another roof.

Peter gasped as the wind got knocked out of him but he quickly rolled to the side to avoid a fist smash. Peter stopped rolling when he got dangerously close to the edge.

He pushed himself up only to have his face lit up by the bright green liquid, bubbling poisonously.

Having an idea, Peter glanced to the right and the creature was heading to his way. Narrowing his eyes, Peter watched as how the beast was running at him. With the right timing, Peter rolled at the front and then planted both of his feet at the fiend's stomach, flipping him over.

However, Peter sustained his balance so that he wouldn't get thrown overboard. The creature shrieked something awful as it felt the hot acid burning its skin until it was nothing more than a puddle of goo.

Peter stared at it for a while, his glare hardening.

"Good riddance," Peter muttered as he got up but as he did, something began to materialize behind him which made him turn around.

It was Mysterio who looked displeased.

"It's a pity that it didn't work. Shame. But life goes on doesn't it?" Mysterio said darkly. "And now it's time for you to see my true power!"

Like that, Mysterio waved over his hand and a gust of dust flew towards Peter who had his hands up in front of his face. But the attack never came.

Peter frowned as he felt a strange sensation as though he was _sinking._ Curious, Peter slightly raised his hands down and looked down only to see that grains of sands were wrapped around his ankle, pulling him into a slow endless death.

He _was_ sinking!

Peter slammed his fists against the glass but it was futile as he felt heavy sand that fell like a waterfall down on him.

Mysterio laughed. "You can't escape, Peter. And you _never_ will."

And then, the rapid speed of the sand got quicker and quicker until it devoured Peter. The only thing that was visible was his hand until it disappeared.

* * *

"If I was Mysterio—thankfully, I'm not—where would I hide the best friend?" Michelle wondered.

The two of them were walking aimlessly and if Michelle was right—which she _always_ is—it felt as though they were walking around in circles.

"No idea," Flash muttered. "Honestly, _why_ do I care? It's not my friend and I only came here because of you who wouldn't shut up. So in all honesty, I could just leave."

Michelle sneered. "So why didn't you? You had the chance."

Flash paused. She was right. He _could_ have left. Right when the voice told him to but he abandoned it. Why? He would also repeat himself. It's not like as though he was being attracted to her. And Peter was annoying anyway.

"So how did you get in this mess in the first place?" Michelle asked, snapping him out of his thoughts.

"Sorry I don't do story telling."

Michelle rolled her eyes. "Can't you for _once_ let go of your humongous ego? I swear. If you and Stark had a competition on who had the 'biggest ego', you would win."

Flash snorted. "Please. In all honesty, Stark would win. I mean, have you looked at the guy? Being diva and all. I mean, if you want me to, I _could_ be like him."

"Uh, we already have one Stark. I don't need another."

Flash smirked. "You sure about that?"

"You're impossible," she muttered as she briskly walked up ahead, leaving Flash alone. "And to _think_ I thought you could've changed."

Flash frowned as he heard the last sentence but as Michelle was up ahead, Flash could've sworn he heard something. He turned around, glaring at the darkened area before he followed shortly.

"Michelle, wait!"

* * *

 _Peter groaned as he flickered his eyes open. He felt strange without a reason which made him ignore it. He looked around only to stare at the person who was staring back at him, smiling._

 _Without a warning, the plane started to tear itself apart as it began to plunge down and the woman extended her hand out until she started to disappear._

 _Crack. The sound of glass came_

" _Wake up, Parker. It's not real," a voice spoke. "Wake up…"_

 _Crack. Crack._

" _WAKE UP!_ "

 _Crack. CRACK!_

A hand emerged out of the large pile of sand as it pour out of its place, dragging a body with it. Peter gasped as he rose from the sand and he shakily pushed himself up, gasping for air. He coughed as he tried to breathe normally but it still felt as though he was suffocating.

"How remarkable," Mysterio spoke quietly. "You still prevail."

"I've told you," Pete croaked; his voice sounded dry. "You won't win."

Mysterio suddenly darkened his glare and he calmly walked towards him with his cape, flying behind him. When he reached Peter, Mysterio crouched down so that he was at the same level as Peter.

"I'm going to kill you, Peter," he said softly. "You'll die here…forgotten."

Using this to his advantage, Mysterio entered his mind. Peter suddenly felt an immense pain coursing through his body as images flooded through his head. And all Peter knew was that he wanted to die.

 **Author's Note:** Well, we finally got to see what happened to Flash and Michelle XD and Peter finally killed off that evil creature, aha. Only five more chapters to go folks! And then it'll be the end of book four! What happens next? Find out! Toodles!


	32. Weaknesses

Chapter Thirty-Two: Weaknesses

 _It's all so...wrong. Make it stop..._

Peter winced, writhing around the floor as he tried to make the pain bearable.

 _ **So weak...**_

Peter blinked his eyes to stop the threatening tears that were brimming at the corner of his eyes but in doing so, he began to see figures through his blurry vision.

For a brief moment, Peter didn't felt the pain at all; his eyes focusing on what was ahead of him.

"M—mom?" he moved his eyes to the right. "Dad?"

They smiled until they disappeared in a mist which made Peter cry out.

"Wait! Don't leave me!"

Another image came that contained another person who looked like Smythe but he also vanished in the same manner as how Peter's parents did.

 _ **Such a failure. You're no savior.**_

Tears rolled down his cheeks as Peter tried to shake off the images.

 _Please!_

There was a sudden burst of speed, racing through the images and Peter found himself staring in a mirror but instead of his head, Mysterio took over.

 _ **Look at me. How many more must perish before you realize that you're a plague upon this city? A curse?**_

* * *

Iron Man frowned. There was something wrong. Usually, Peter didn't take this long to give out a signal. He clenched his metal hands tightly.

"Stay here," Tony ordered.

Stacy frowned. "Why? What's happening? Iron Man? Iron Man!"

Tony had already took off when Stacy yelled out his name the second time. Iron Man narrowed his eyes as he growled.

If something had happened to Peter, he would never forgive himself.

 _Hang on, Peter._

* * *

 _ **Face it, Peter. Ned's probably dead. Dear boy. He had some fight in him. Your other friends? Ha. They're probably dead too.**_

 _Make it stop!_ Peter screamed in thought. _Please...no...more. No more..._

Peter began to claw at his suit in attempt to rip it but that made Mysterio grin cruelly.

 _Make it stop,_ Peter sobbed, tearing out his upper sleeves. _No more…_

Grinning madly, Mysterio raised his hand up in the air and a sword got summoned; the blade gleamed dully from the light.

"Die!" Mysterio roared as he plunged down the sword.

All of a sudden, something blasted Mysterio which sent him flying backwards. He smashed at the mirror, creating cracks as the sword clattered out of his hand. Heavy footsteps were heard but that only made Mysterio laugh insanely as he watched the newcomer bent down beside the crumpled Peter.

"Peter…" Iron Man muttered.

Peter gasped as he tried to breathe but it felt as though something was preventing him to do so.

"The p—plan…" Spider Man stuttered.

"Are you sure?"

Peter nodded as he closed his eyes; his body, all of a sudden, felt heavy.

The low dark chuckle made Iron Man turn around slightly as he clenched his fists.

"You know…you're a great man, Stark," Mysterio chuckled. "But if you really cared for the boy…you would deliver what he wants," he said as he staggered up; his shoulders being slumped. "Don't make him suffer more than he already has."

"Do it…" Peter replied quietly.

Shakily, Iron Man lifted his hand up as he felt the power charging up. Mysterio had his eyes gleamed with insanity as he watched the scene. During this, Flash and Michelle came in and Michelle widened her eyes.

"Iron Man, no!" she screamed as she began to run towards Peter but Flash held her back. "Let me go! Let me go!" she sobbed.

And then, just like that, Iron Man looked around as he fired his blast. And Peter knew no more.

* * *

"Hey, kid. Wake up."

Eyes flickered open but he was met with a hazy vision. All he could see was red and gold with double figures which made him question if what he was seeing was real.

"Seriously. I don't have time for this."

"I…Iron M…Man?" the boy stuttered.

"Yes. It's me."

"How…How did you find me?"

"Shh. Later. You need to rest. Just close your eyes and let me do the rest. Will you do that for me?" he hesitated. "For Peter?"

The boy nodded slowly as he felt his vision going away.

"Good…now sleep…"

* * *

Michelle numbly stared at the dead body—the body that was once her friend. She couldn't believe it. She had high respects for Iron Man—Tony but now, her respect for him plunged down incredibly.

Mysterio cackled. "It's done then! You _did_ it!" he shouted gleefully.

Growling dangerously, Iron Man fired his power once more which made Mysterio fall back down but he was still laughing. Iron Man flew towards him as he delivered a punch which made Mysterio fly back, stumbling back to the ground.

Michelle ripped Flash's grip as she ran towards Peter as Flash ran not too shortly behind her.

"Peter! Peter!" she howled. "Let me go. Let me go!"

"Don't look," Flash whispered, trying to get Michelle back.

"You did it! What will people think of you now?" Mysterio cackled despite the fact that he was getting beaten pretty hard. Growling, Iron Man grabbed Mysterio around his neck, choking him which made him had his eyes wide.

"I should've killed you!" Iron Man raged. "I should've killed you when I had the chance!"

"And…w—why…didn't you?" Mysterio gasped.

"Because…because of Peter," Iron Man whispered furiously, tightening his grip even more.

"Iron Man…"

Tony was too focus to even hear the voice. All he wanted to do was to kill the bastard. To make him pay for what he had done to Peter.

" _Sir, it is highly recommended for you to listen to the voice's plea. Please sir. Don't do this. Think of what Master Peter wanted you to do. If you go down this path, I'll never be able to bring you back. Sir…"_

"Good bye, Jarvis," Iron Man whispered. Mysterio choked until his helmet began to crack. Mysterio could feel his light leaving behind him as he started to become frantic and gasped. His eyes went wide with fear as the voice resumed calling out his name.

"IRON MAN! STOP! THIS ISN'T YOU! THINK OF WHAT PETER WANTED YOU TO DO!"

Just like that, Tony widened his eyes and he slowly released his grip on Mysterio who painfully gasped for air as the oxygen burned his lungs. But something about him was off. The illusionist was shaking terribly as he stuttered, wildly looking around.

Tony frowned. What was wrong with him?

"G—get it…get it away!" Mysterio shrieked, pushing Iron Man off him as he scrambled backwards from fear. "No!" he waved his arms around blindly as though he was trying to brush something off.

Tony hesitated. How much damage had he done to this villain?

Mysterio kept scrambling backwards while in his vision, he saw the once shining light suddenly turning off itself like how a candle would. The lights disappeared one by one until Mysterio was in total darkness.

Michelle looked around as she was breathing heavily. She was even able to see her mist through the darkness. What was happening? The air around them got cold and unnerving.

"You should've killed me when you had the chance, Mysterio," a voice spoke through the shadow. "You tormented my mind. Beaten me to a pulp. Made me see things that weren't _there_.

"W—what?" Mysterio stammered, glancing wildly around in attempt to find the voice.

"And now, you're going to fall by my hands…" the mysterious voice whispered.

"How can this be?!" the villain roared.

"It's simple, Mysterio," it continued. It jumped from its spot and landed beside Iron Man. "I thought you of all people should be able to recognize what is real and what is not."

And then, lights emerged from the dark as Iron Man began to disappear while many figures started to appear, all of them showing up as Spider Man. Mysterio tightened his jaw as he went back.

"No…no…" Mysterio breathed heavily.

"What's wrong? Had enough?" the holographic Spider Man grinned.

Raging, Mysterio began to fire his attacks, shooting at the holograms. His eyes gleamed with madness as he tried to attack the real one.

"Try again…try again," the holographs of Spider Man echoed as they disappeared from sight from Mysterio's attack.

Mysterio blasted the last hologram away but as he did, at the same time, Spider Man appeared out of nowhere and he flew towards Mysterio before delivering a blow across Mysterio's face who stumbled back to the ground.

"You're done," Peter declared.

Mysterio breathed heavily before letting out a small chuckle while getting up.

"Cute trick. I must say…I _was_ impressed!" Mysterio laughed insanely. "But I'll still _kill_ you!" he roared, preparing his attack.

Just as Mysterio was about to release it, a noise came—like the sound of a gun—and Mysterio gasped, suddenly feeling still and Peter had his eyes go wide. Ever so slowly, the insane villain turned around and what he saw made him turn a cruel smile. Peter stopped breathing for a moment since he saw. It couldn't be real. It just _couldn't_ but it was. Peter wanted to cry from happiness but he refrained himself from doing so.

"Ned?" Peter said from shock.

There was Ned who was standing beside Iron Man. However, something was different about Ned though. He had a face full of anger while he had bruises and nasty cuts all over his face. However, what Peter saw still shocked him. He never would had thought that Ned would do it.

In Ned's hands was a gun that was pointing at Mysterio.

"You're here!" Peter exclaimed happily.

"That's not all who I brought," Iron Man spoke, taking a step to the side to reveal the police with Captain Stacy in the front.

"You're done. You're outnumbered," Iron Man said." Give yourself up, Mysterio. I won't ask a second time."

Mysterio laughed, throwing his head back before he glared nastily at all of them.

"You think a measly bullet would stop me? Please. I'm surprised though. I would never thought that small Ned would even have the guts to actually fire a gun. So tell me, great big blob of light, what gave away? How did you manage to find Ned?"

Iron Man stared at him, tightening his jaw. "You slipped. You didn't realize it but you did. That was _your_ greatest mistake. You were in the House of Mirrors and you saw what you wanted to see. So taking that into consideration, it was only a time for me to figure out where Ned was. Everything was a reflection to you. I only had to go to do the opposite."

"Oh ho! You think you're so clever!? Aren't you? Well then! I'll show you! I'll show you all!"

Like that, Mysterio waved his hand around and soon, everyone who were in the room dissolved away only to find themselves in a new place. Peter looked around as he saw what it looked tombstones that were spread across the area.

"Fitting isn't it?" Mysterio sneered. "This is the place where all of _you_ will be sent to your grave."

 **Author's Note:** To those of you who were confused at the beginning, I promise you that there _will_ be an explanation. I promise! But not bad of a plan, eh? And I bet you guys didn't expect Ned to fire the shot, hehe. What happens next? Find out! Toodles!


	33. The Breaking Point

**Shout Outs:** Thanks to Sonar for reviewing the story.

* * *

Chapter Twenty-Three: The Breaking Point

Peter watched as how the wound was getting healed. It was completely gone as though it had never existed in the first place.

"Nothing," Mysterio whispered furiously. " _Nothing_ will stand in my way. Not even you fools. I WILL WIN!"

"It's pretty much over, sorry to say," Peter replied but he didn't felt sorry at all. He just wanted this maniac to be in prison, bring back people's trust _and_ to clear out his name. Quite frankly, Peter was a bit overwhelmed of what he had to do in order to be the iconic character that he once was.

Iron Man stepped out to the front, raising his charged hand at Mysterio.

"Alright. When I tell you to shoot, we shoot," Iron Man ordered. "Spider Man, you get the trio out of here," he said as he indicate the trio to Flash, Michelle and Ned.

Iron Man narrowed his eyes. "Fire!"

Like that, Peter used this chance to get out of the scene. He fired his webs and then tied the trio with it so that he was sent flying with them.

"What are you doing?!" Michelle shouted, trying to break free off the web.

"You move more and we will _all_ be plunged to our deaths," Flash hissed.

"Getting you guys out of here."

"But we can stay and fight!" Michelle cried out. "We can help you."

"I almost lost Ned; I don't want to lose anyone else."

"Aww, I didn't know you're emotionally attracted to me," Flash drawled.

"Say it again and I'll drop you."

Down below, Mysterio quickly vanished in a puff of smoke just as the attacks came. Iron Man went in the cloud only to see him gone. Of course, he would disappear and he very well know just where Mysterio had gone to.

"Stacy, don't move," Iron Man commanded.

Captain Stacy frowned. "You do realize that this battle is much of a fight as ours, right? We had been tracking that guy since day one so no, Iron Man. You _move_."

Iron Man narrowed his eyes and Jarvis spoke. " _Sir, it is wise to line up with them and you have to realize that Captain Stacy is correct. It is better to have more allies than none at all. There would be more advantage."_

Iron Man tightened his jaw as he watched Captain Stacy who was staring boldly at him. Tony admits. Stacy got guts; must be something that comes with being a police.

"Fine."

Stacy smiled. "Good. Glad to see that you see it my way," he patted him on the back before he and his men began to walk away, leaving Iron Man growl from annoyance.

* * *

Spider Man continued to swing in the air in hopes to get his friends and Flash to safety. Then he could deal with Mysterio and finally be done with this whole ordeal.

Peter smiled bitterly. All he wanted was to have a normal year at the University but no. That never happened.

Funny how things turned out in the way where Peter hadn't expected it at all.

Spider Man felt his Spider senses buzzing on, making him groan with frustration.

"What now?!" he groaned. He had thought Iron Man and the others had taken him out but he guessed wrong.

" _I'm coming to get you!"_

Peter turned around to see Mysterio chasing after him; his face being twisted from insanity.

"Well, that's not creepy at all," Peter mumbled before he turned his head down. "Alright guys. Listen up. I'm going to throw you."

"What?!" Michelle shrieked.

Before the trio could even get a full answer, Peter instantly threw them in the air, making them scream. Peter then quickly turned around to shoot web shots in attempt to gunk Mysterio or to at least slow them. Spider Man let himself have a free fall since he noticed that he only had less time in order to grab his friends to safety.

However, that idea wasn't in Peter's favor. Since Mysterio knew where Peter was going, he quickly made a large leap as he stretched out his hands. Just as Peter grabbed the web that was dangling from the trio, Peter was met with a rough tackle which caused him lose his grip on the web.

"NO!"

But, before Peter could struck the ground, at the last second, Peter released his web and threw his friends upwards so that the web got attached to the side of a station. Peter then tumbled to the ground at an awkward angle, making him wince since he thought he felt a muscle being pulled.

There was an awkward silence before Flash spoke once they had stopped bouncing.

"So erm…how's it hanging?"

Michelle groaned. "Please. Not now."

Peter grunted as he got up and he fixed his stare at Mysterio who also stood up.

"You really are…an annoyance," Mysterio heaved. "Why won't you DIE?! What do I have to do in order to kill you!? But no matter…even if you did managed to defeat me, even if you did managed to put me back in jail and brought Justice…no matter where you go, evil will always be around. You cannot put the evil away. One cannot exist without the other."

Peter clenched his fists. "I know which is why I'm willingly to defend the city as long as I need to. Until the evil is completely sealed."

Mysterio laughed. "Foolish answer. You always think you're invincible…" he whispered. "Just because you get beaten up only to pick up yourself, you think you can't be defeated."

Spider Man narrowed his eyes. "You know you're right. I don't think I'm invincible. I don't think I am strong enough to defeat the upcoming evil. But if there's anything that sets me and you apart, it's that I have friends and family by my side and _they_ keep me going. That's the only one difference between us. Look at you, Beck—"

Mysterio widened his eyes. "DON'T CALL ME THAT! QUENTIN IS DEAD!"

Spider Man hardened his stare. "I don't believe that. I still think that deep down, somewhere inside you, your old self is still in there. It's just locked away because you had abandoned it. You're being someone who you're not. You need stop this, Quentin before things gets too late. Before no one could bring you back."

"It's too late then!" Mysterio roared. "Ever thought that I _don't_ want to be rescued? Ever thought that I _just don't want_ to go back to my old life? My career in special effects was coming to an end. It was a dead-end job which _means_ it wouldn't lead me anywhere! The world shun me out when I asked for help. This is who I am, Parker. This…new me…it makes me stronger whereas my old self was weak and pathetic," he breathed. "But of course you wouldn't understand."

"Of course I understand," Peter replied. "That day when the radioactive spider bit me, I had no idea it would change my life forever. I had no idea that 'with great power comes with great responsibility' would fit in with my life. I didn't had a choice! But you did. And you chose wrong. Stop this now, Mysterio. I'm sure Tony Stark would help you find a suitable job."

Mysterio threw his head back and laughed. "After everything I've done? I know Stark. He doesn't do forgiveness," Mysterio twitched a smile. "He's not that gullible like someone I know. Tony doesn't just trust _anyone_. You have to be someone in order to gain his trust."

"Well, if that was the case, I wouldn't be here. Back then, I still had my powers but I wasn't very experienced with them but Stark came to me, asking me to join his side. Tony _does_ see potential in people. You could use your powers to good use. You could help people. Don't you want to be a real hero instead of a villain?"

"I can't…" Mysterio seethed.

Peter frowned. "There's no excuse for saying that. Remember how you turned my life upside down by pretending to be me? Didn't you liked that? Isn't that what you want from people? People to see you as a hero not as an enemy so that they wouldn't run away from fear."

There was a thick heavy silence which made everything harder on Peter since he was being all tense as he didn't know what Mysterio was planning.

"You know…" Mysterio continued. "I was impressed by your guts when you continued to be a bad guy even after all the things I had done," he said as he glanced over Peter's shoulder and he widened his eyes, giving a small sneaky smirk.

Peter scowled. "I wasn't happy with it. It was Stark's idea."

"Of course…"

"But," Peter twitched a smile. "The illusionary was mine."

Mysterio smirked. "Not bad of a plan. I must say I was surprised by it."

"Um, thanks I guess."

"But now you must understand why I'm must KILL YOU!"

And then, Mysterio released his hidden attack and Peter heard a loud groan which made him turn around. Spider Man widened his eyes as he stared at the large pirate ship that seemed to be driving by itself. The front of the ship was pointing dangerously at Spider Man. Of course, Mysterio could've been behind this and naturally, it was impossible to do a backflip to avoid the ship.

Acting quickly, Peter released his webs so that it was tied around the front and he continued to swing around until he landed at the opposite direction. Growling, Mysterio vanished in a puff of smoke but that's not what made Peter panic. He didn't realize that it was heading towards his friends and Flash.

"No!" Peter exclaimed.

Quickly, Spider Man had his webs attached at the back of the ship and then he began to swing around so that he was going over multiple times until he released another web that sent him swinging into the air. Peter still held the other web from the part where he tied it around the ship.

He then swung shortly around the watch tower at the middle before he made another jump, finally landing on the ground.

"Hey, what's that sound?" Michelle asked.

Ned looked around only to widen his eyes. "Heads up! We got ourselves a pirate ship heading this way!"

"PETER!"

"I'M TRYING! THIS ISN'T EASY!" Peter shouted as he used his two double webs in order to halt the ship. Peter screamed as he felt his muscles being pulled from the huge pressure he had felt. He began to slide but he tried to remain motionless on his spot.

"PETER!" Michelle exclaimed fearfully as she watched the sharp point of the ship that was dangerously coming closer.

Finally, at the last tug, the ship had finally succumbed to a halt, leaving only a few inches away from fatally striking his friends. Panting, Peter fell down to the ground, exhausted as it took a lot out of him and the fact that he was shaking badly didn't really help his healing. He was sure he had pulled a few muscles during this process but it was worth it. His friends were alright.

"You guys are going to be the death of me," Peter spoke shakily after a while.

"Can I faint now?" Ned squeaked.

Michelle breathed heavily. "Be my guest."

Flash snorted. "You guys are lucky to have a friend who's a superhero or otherwise we would be dead right now."

Mysterio materialized with a frown on his face. "Astonishing. You still live. Hmph. No wonder people call you the hero."

Peter growled upon hearing his voice. "Enough of this, Mysterio. You nearly put innocent people's lives in jeopardy!"

"These people are not innocent," Mysterio hissed furiously. "But don't worry. I knew that ship was going to be a bust. No matter, no matter. Things have changed. _You'll_ be under my influence."

At once, Peter felt a sharp pain entering in his mind which made him wince, struggling to get free.

 _Get out of my head_ , Peter gritted his teeth.

 _ **Why fight, boy? There's nothing left anymore.**_

Peter tried to think back to the lesson where his Neuroscience teacher was explaining about the mind.

" _Hypnosis is nothing to laugh about! If you do not resist the power of hypnosis, things could go terribly wrong!"_

Peter stared at the ground as he realized that his teacher was absolutely right. Was it a coincidence that they were learning about minds? Or was it just simply planned that way? Either way, when this whole thing is over, Peter made a mental note to ask his professor.

" _ **Give yourself up, Peter. Why do you continue to resist?"**_

At this time, Peter felt as light as a feather…drifting…floating…aimlessly in an empty void. It was really relaxing and it even took off the pressure Peter was currently holding. As though Peter didn't had a care in the world anymore. During this, the police and Iron Man came in and Tony looked at Peter, instantly knowing what was happening.

"SPIDER MAN!" Tony roared. "SNAP OUT OF IT!"

But Peter didn't hear it.

" _ **Yes, that's it. Isn't this better?"**_

Eyes narrowing, Captain Stacy drew out his gun and aimed it at Mysterio.

"No," Iron Man told him. "You shoot. You might hit the kids or Spider Man."

However, Stacy suddenly felt something dissolving and widened his eyes when he saw his gun disappearing from his hand.

"What the—"

Mysterio grinned cruelly. _**"You want to end me, don't you? Then now's your chance…"**_

The gun appeared at Peter's hands, pointing at Mysterio.

" _ **You know my weakness…do it,"**_ he grinned when he felt Peter pulling the trigger. _**"That's it! This is it! This is the past of point of no return. Your breaking point!"**_

 **Author's Note:** Ooohhh, Mysterio, you cruel villain. Making Peter to break his sacred rule…tsk, tsk. And Peter should really learn how to block his mind…anddd, heh…you guys are gonna not like me for the next two chapters…*prepares to hide* what happens next? Find out! Toodles!


	34. Darkest Fears

**Shout Outs:** Thanks to Superior Tennyson for favoring and following the story and for favoring and following me as an author. Thanks to Sonar for reviewing the story.

* * *

Chapter Thirty-Four: Darkest Fears

" _ **Pull the trigger…"**_

Peter's eyes were clouded with unforeseen cloud and even though he didn't know what was happening, he felt himself being at a different spot. As though he wasn't in the same place anymore.

" _ **I've noticed during our encounter, you wanted nothing more than to have freedom. To be free of this burden you carry…"**_

 _A door creaked open and Peter entered in but as he did, he frowned when he saw what it was. It was Aunt May and Uncle Ben but upon seeing the figure, Aunt May screamed._

" _No! Get away! Get away!"_

 _As though Peter didn't had any control, the gun was fired and it shot at Uncle Ben. All he heard was Aunt May's scream before it vanished, dissolving to another scene. This tie, it showed Michelle and Ned who looked them before they plunged down._

" _NO!" Peter screamed._

" _ **You can't save everyone…it'll be only a matter of time before you realize that and by then, it'll be too late. They will be consumed by darkness…"**_

 _Another image came, revealing Iron Man whose light was shining through the shadows but then, darkness overcame him, consuming him until he was out of sight_

" _Iron Man!" Peter shouted but it was futile since Iron Man took no notice of him as if Peter was invisible to him._

" _ **You'll soon see that everyone you care about will be gone."**_

 _Peter's throat felt dry as he saw everyone—Aunt May, Uncle Ben, Iron Man, his friends…all disappearing as Peter ran towards them and they all evaporated in a mist, leaving Peter alone._

 _And then, Peter suddenly dropped down until he fell down to the ground. He pushed himself up only to have himself staring at his Spider suit. Its eyes gazing ominously at Peter._

" _ **The more you be the hero, you'll get possessed by it."**_

 _The suit what Spider Man was staring at it suddenly found itself being worn by Peter who was taken back by surprise. He tried to claw it off but he couldn't. It felt like being stuck to a glue and he had no control._

 _Just then, a door creaked open which made Peter be alert. Frowning, Peter walked towards it and what he saw made his eyes go wide._

 _It was a small boy who was sitting on its knees and he turned around, having his eyes wide._

 _It was there where Peter had trouble breathing and he nearly staggered to the ground, losing his balance. The boy looked like_ him _which shocked him and like before, with no control over his actions, Peter raised the gun and had the boy look fearful._

" _ **Do it. And you can end your miserable life…"**_

 _Like that, the gun was fired and a pull came, harshly yanking Peter back to reality who collapsed on his knees, shaking as he dropped the gun._

Peter stared at his hands after he dropped the gun. What had he just done? Please tell him that it wasn't real. That none of that was real. In that moment, Peter numbly understood that he had just broken one of his sacred rules which was to never kill.

Which shouldn't be an option at all and because of that, it left Peter scarred and he hoped that he would never have to do it again. Spider Man squeezed his eyes shut tight as he tried to erase that horrible image away. It was cruel and terrible.

Mysterio chuckled lightly. "Oh, come now. Don't tell me that the greatest hero is afraid of pulling a gun?"

"I told myself that I would never use a weapon to kill people," Spider Man replied shakily and he lifted his head up, having tears rolling down. "And that's a promise I would always keep. That little boy did nothing to you. Why? Why did he got killed?"

Mysterio grinned cruelly. "Did you not realize it, Spider Man? That little boy was _you_."

Peter felt his throat go dry and there was a lump which he couldn't swallow.

"I did yourself a favor…you killed that boy and by doing so, you wouldn't become Spider Man. In a way, I _helped_ you and you should be grateful," he sneered nastily.

Spider Man stared at the ground, grasping at the fact that Mysterio was right. In a cruel cold way, Mysterio had helped him. And he hated it.

Spider Man glared at the villain as he stood up. If he could just somehow end his illusionary tricks, Spider Man could finish him once and for all.

But every time, whenever Spider Man tries to attack, it seemed that Mysterio _knows_ Peter's attack without even waiting for Peter to release it.

 _I've just got to outsmart him._

 _ **Or you could be like me...**_

Peter growled. "Honestly, get out of my head!" he exclaimed.

Mysterio laughed. "Face it, Peter. It's time to join the forces of evil," he shouted, throwing his hand out dramatically. "Its time that the world knows your true power, Spider Man. Join me, Spider Man and together we shall rule the world with an iron fist!" his hand crackled with electricity and it was there where Peter got an idea.

Of course.

"Over my dead body. There's no way I would join your league of dweeb."

"How dare you!" Mysterio shouted.

"What's that matter? Can't handle the insult?" he taunted, sniggering.

Flash frowned as he studied Peter's sudden behavior.

"What is Peter up to? He's being too cocky for his own good."

"Now why does _that_ sound familiar?" Michelle drawled.

"Shut it, Gonzalez."

Ned sighed. "It sure would be nice to get out of this...thing. I don't like the fact at how that...front is still pointing at us," Ned replied, watching cautiously at the front tip of the ship.

Ned's wish suddenly got answered since all of a sudden, the trio fell down to the ground with a thud.

Michelle smirked. "Well at least you have the decency to be a pillow for me."

Flash growled, watching Michelle who got up.

"Ah, if it isn't Iron Man and the cops. How do you do?" she asked cheerfully though one look from Iron Man told her everything. "Well, aren't we all cheerful," she muttered.

Spider Man flew from web to web. Well, at least he got Mysterio back up again but maybe pissing him off wasn't such a good idea. Mysterio kept firing dangerously close but Peter avoids it.

Peter narrowed his eyes until he saw his destination. The looming Skyscraper towered upwards, almost in a frightening way and it outstood everything except the roller coaster.

Peter flew into the air until he landed at the side of Skyscraper on all fours. Every time he leaps up, Mysterio blasted his attack just inches away from Peter's feet. The attack would continue until Peter had reached at the top of the ride.

If everything goes accordingly, Peter would finally be able to to defeat him.

However, the next move, Peter didn't expected it at all. He would've nearly got blasted into pieces if he hadn't dodged the sudden grenade that was suddenly got thrown at him.

As Peter landed on the ground, another idea came into his mind. Perhaps he could use the explosives to his advantages. Grinning, Peter watched when Mysterio made his move and when he did, instead of jumping to avoid the attack, Peter simply leaped backwards and had carefully land the grenades on the roof so that they wouldn't explode.

Peter did that a few more times until they were all surrounding him. Cackling, Mysterio fired up his hand so that electricity was surrounding it. Not even knowing what Peter's true plan was, he was only focused at that fact that Peter was surrounded by explosives and that would end him.

Mysterio then released the crackling power and at the right time, Spider Man jumped in the air just as the explosives were sent off.

They all sent a whistling sound of sort while they were being launched upwards and into the sky, creating fireworks.

Through the smoke, Peter came out and delivered a powerful kick right at Mysterio who got thrown off guard.

Not wasting a second, Peter quickly fired webs from both of his hands so that they were wrapped around Mysterio and then, Peter used his strength to pull him down so that Mysterio was harshly smacked at the ground, hearing a loud _crack._

Spider Man landed on his feet like a cat. The fireworks were still going though Mysterio staggered up and as he did, Peter was able to see a large crack across his helmet.

The villain placed his hand across it and he let out a ragged breath.

"Enough..." Mysterio breathed.

The others joined in with Iron Man landing on the ground.

"You're done," Iron Man spoke.

"Oh nononono..." Mysterio said, eyes gleaming with insanity. "I've still got one trick up sleeve."

And then, a _zwing_ sound was heard, being attached to some sort of a metal. Without a warning, electricity was suddenly shot out, zapping Iron Man who yelled out, falling down to his knees.

Peter widened his eyes and shouted. "Iron Man!"

 **Author's Note:** haha...heh...there goes Iron Man...*laughs nervously* but eh, its Iron Man, he'll be alright but! I'm going to prepare myself for the next chapter and I think you guys should to...*ahem* what happens next? Find out! Toodles!


	35. The Loss

**Shout Outs:** Thanks to Sonar for reviewing the story.

* * *

Chapter Thirty-Five: The Loss

Iron Man let out a pained grunt as he ripped off the electric object. He crushed it from his hand, feeling his suit going back to normal.

"That was cruel!" Peter exclaimed.

Mysterio laughed nastily. "It's what I do, boy! I'm a villain—I have to be cruel or otherwise, who's going to fear me? Do I not pose such a threat? Do I not sink into your minds, haunting you from every dark corner of your mind? Huh? DO I NOT?!" he screamed.

Peter let out a ragged breath as he tried to breath at a normal steady pace.

"Then understand this, Spider Man, I _will_ make you suffer. I will beat you until you _beg_ for death," Mysterio snarled. "Now die!"

Mysterio raised his crackling hand until he released it. Everyone dodged it while Iron Man flew towards the trio and took the hit, grunting as the power shock through him.

He let out a shuddered shake once the power had died down and he turned around only to see Peter already fighting against Mysterio.

"Mysterio's too powerful for Peter to fight alone," Iron Man muttered.

"So why don't we create a diversion? It'll help at least just a little," Michelle suggested.

"Yes but—" Iron Man scanned around the area before he grinned. "I've got it. Captain Stacy!"

"Yes?"

"I need you and your men to hide the shadows. I'll follow afterwards and when I give you the signal, you'll attack."

"How will we know when to jump in?"

"Trust me: you'll know."

"Wait! What about us?" Michelle exclaimed.

"You three stay here," Iron Man said firmly.

"Hey that's not fair!" Michelle cried out as Iron Man took off. "Iron Man. Iron Man!" she growled annoyed. "Come on guys. Let's go."

"But you heard what Tony said," Ned said.

Flash rolled his eyes. "Come on, Leeds. Don't be such a pansy."

Ned scowled. "I'm not a pansy," he muttered as he followed them even though he had an uneasy feeling about this.

Spider Man repeatedly threw webs at Mysterio who dodged it but then, Spider Man threw strings from both side so that created a large web. However, that didn't stopped Mysterio from running after him since Mysterio tore the web with his bare hands, making Peter be surprised.

No one had ever done that before. Not even Sand Man who—where Peter was pretty sure he was way stronger than he was—could rip the webs if he wanted to. Peter supposed that Mysterio wasn't holding and that the revenge within him was released.

But, perhaps what Peter found the most interesting about Mysterio was the fact at how he even knew that they were others like him, making Peter be very puzzled. How Mysterio did even discovered that? How _did_ Tony found out? Quite frankly, Peter very much respected Tony but sometimes him and his secrets are driving Peter absolutely crazy. Like it wouldn't just to fill in Peter once in a while…

"This ends now!" Mysterio howled, throwing another attack where Peter dodged it.

"Not on my watch!"

Peter grunted as he latched his web onto a nearby object, tearing it off from its spot and then he swung it towards Mysterio who avoided it. Mysterio let out a cackle, raising both of his hands so that they were enveloped in a purple ball of energy before he fired it though Peter leaned sideways a bit, having them struck the ground instead.

"You think you have seen everything?" Mysterio exclaimed, his body being charged with power, having a dark purple glow around him which made Peter widened his eyes. "You have not seen everything! You will bow down to my power!" his booming voice echoed as he released his enormous power, igniting like a nuclear blast.

Peter turned around as he quickly tried to escape the blow. Peter flew himself up higher but perhaps that wasn't such a great idea. Within the blow, nearly everything was demolished, crumbling underneath the incredible energy. As Peter latched himself up at a pole, the web snapped since the pole broke and it sent Spider Man plunging.

Reacting on instinct, Peter began to panic since he didn't had anything to grab on and he continued to fall.

 _No, no nononono…_

Just as he was about to hit the ground, something grabbed him by the wrist, flying him out of safety as much as he could. However, because of the blast radius, the blow made them be caught in it and it sent them tumbling down to the ground, having its metal scrap against the ground.

Peter ignored the stinging pain that scraped his skin though he was currently shaking.

"You couldn't landed better, could you?" Peter muttered.

"You couldn't have fought better, could you?"

Peter sneered.

Mysterio, who was on his knees, panted from exhaustion but he quickly regained himself back up.

"Now enough! It's time to see what my real power could do…"

Like that, Peter (who was still on the ground) widened his eyes as the ground suddenly began to shake and Spider Man started to scramble up, crawling backwards. The ground started to split itself in two and then, slowly, the whole area began to _turn_ itself upside down.

Never, in Peter's life, would he ever saw this happening and in all honesty, he was scared. Everything in this area groaned, cracking itself free from its spot as it slid down from its place. It took Peter a whole minute to fully grasp what was going on. His body was frozen completely but something made him snap back to reality and he quickly released his webs, having them grab on to a nearby object.

"Iron Man!" Peter exclaimed.

However, Iron Man hurriedly activated his jet boosters as he was sliding down the hill and at the last second, he flew up into the air.

"Jarvis, find the weakness of Mysterio and the weakest point of this area."

" _Analyzing now, sir."_

Michelle gasped as she was clinging on a rail. "What's going on?"

"Better question: what did Peter do to piss off Mysterio?" Flash remarked.

"Honestly, not funny," Michelle hissed.

"Uh, call me weird and crazy but I think Mysterio is turning this whole park upside down," Ned pointed it out.

Flash and Michelle stared incredulously at Ned.

"Come off it," Flash snorted. "He's not that _powerful_ enough to actually make the place go upside down."

"Well gee, I don't know. I mean, it's not like he has superpowers…" Ned muttered. "Honestly, _why_ are you hanging out with us?"

Flash glared. "I was dragged here."

Peter yelled as he continued to grab hold of his web. He felt his grip slipping and he didn't know how much he could grab on.

 _Please hold. Please hold._

Because of the upside down events, all of a sudden, there was another tremor and Peter gazed up only to widen his eyes as he gaped at the front.

"You've got to be kidding me," he breathed.

Peter suddenly gave out a yelp as his web snapped and he was sent skidding down as all of the stations nearby were also being dragged down the hill; some of them had even crashed against each other.

Heart thumping, Peter released his webs and they gave a harsh yank within his arms, abruptly stopping him.

But that's not what terrified Peter the most. It was the fact that there was a large tsunami-like water rushing over him.

At that moment, Peter had completely forgotten that there was the water ride.

"Oh no..."

The water rose up only to splash roughly at the ground, drowning everything that was in its path. Peter drew in a sharp breath as the water gave out a massive roar, deafening Peter before it washed over him and Peter was sent rolling down within in it.

* * *

"Hang on, guys!" Flash exclaimed.

"What do you think we're trying to do here?" Michelle yelled over the loud noise.

Unfortunately for them, there was a loud snap which made Ned gave a sharp look.

"Uh guys," he squeaked. "Prepare yourselves."

"For what?" Flash asked.

As though it answered him, the part of the objects of what they were holding onto suddenly snapped against the pressure.

"You had to ask. Didn't you?" Michelle retorted.

Right there, the trio were sent falling down and they all screamed.

" _Sir, I have concluded my analysis and it appears that the weakest point of this_ _park are the tea cups ride."_

Tony frowned, raising an eyebrow. "I'm sorry. What?"

" _The teacups, sir. They're the weakest point of the park."_

"Right then. And what about Mysterio's weakness?"

 _"He's an illusionist, sir."_

Tony snorted. "I think we all got that by now. I need his weakness, Jarvis."

" _No. I don't think you quite get it. You have to think of the opposite. Instead of thinking forward like how Mysterio is, you have to think backwards."_

Tony frowned. "What are you getting at?"

 _"The weakness is not there."_

"What do you mean—" it was there where Tony widened his from realization. "My God. He's been hiding his weakness. _That's_ what his weakness. Peter couldn't figure it out what it was because Mysterio was hiding it. Honestly, why didn't you clarified yourself more?"

" _I thought you would have the intelligence but I was wrong. You have a intelligence of a pea."_

"Did I ask you?"

 _"I believe you did, sir. On the other hand, we do have an oncoming situation."_

"Which is?"

 _"I believe Peter's friends are in great danger."_

Tony's sneer vanished as he saw the scanned area only to see that there were three people falling. Tony sighed.

"I believe I told them to stay put."

 _"If they did, they would only be in even more danger."_

"And I definitely didn't ask for your opinion there."

Iron Man gave a power boost and then he flew towards the falling trio.

"We're gonna die!" Michelle screamed.

"Funny how it was _your_ idea to go into the battle field!" Flash yelled.

They continued to fall but just as Michelle came closer to a structure, something grabbed her by the waist and pulled her upwards.

"You are more trouble than you're worth."

"Huh?" Michelle gazed sideways only to see a tint of red and gold. "Ah, Iron Man. How nice of you to drop by."

"Didn't I told you to stay off the battle?"

"Er...um...well..."

Sighing, Tony swerved around and flew towards Flash where he caught him as well.

"Michelle, I need you to climb on my back. I need to save Ned."

Nodding, Michelle carefully walked around him until she was behind him, securely tightening her position.

"Ned, we're coming!" she cried out.

Tony flew downwards, arms outstretched and he continued to fly after Ned.

"Catch me!" Ned exclaimed.

Tony growled, seeing as how he couldn't fly faster.

"Jarvis. More power. I need more boost."

 _"The only way to do that is to drop the other two elsewhere. You are already at a full power."_

Eyes narrowed, Tony scanned the place until he spotted a water area.

Without a warning, Tony sharply made a swerve and because of the unexpected turn, it made the two lose their grip on Tony.

"TONY!" Michelle screamed as they continued to fall.

"Happy landings," Iron Man replied before he turned towards the other way and raced after Ned.

As though the fall had started, it quickly ended, making Michelle and Flash dive in, as Michelle give out a shriek.

The two swam up and swam towards the edge, pulling themselves up. Michelle growled once she got out of the water.

"I hate you Tony Stark!" she yelled.

Seeing a pebble on the ground, Michelle picked it up and threw it with much force as she could.

"Did you just threw a pebble at Tony?"

"Yes," she huffed.

"That's just pathetic."

She scowled.

"Take a look at this way: he could've had us land in a worse state."

"Whatever."

Meanwhile, Tony continued to fly at full speed and finally, Tony was able to catch at Ned.

Ned breathed heavily as he tried to catch his breath but he was still shaking.

"Thanks," he breathed.

However, Tony looked around and saw a trampoline-like ride and then he turned towards to that direction. He lowered himself down before dropping off Ned who gave out another scream from the unexpected drop.

Ned then bounced two times before he stopped.

Iron Man flew higher until he was able to see the whole park.

"Jarvis, scan for Mysterio."

After a minute, Jarvis spoke. " _He is nowhere to be found."_

"What?" Tony asked sharply. "Then, how is this park still able to go downwards?"

Iron Man glanced down and narrowed his eyes. There was one way he could stop this.

"Jarvis, full power. Now."

 _"Sir?"_

"Do it," he growled.

Iron Man dived down, feeling his suit charging with power. The eyes glow more and then once close to the ground, he activated the repulsors and started to shoot it at the ground, diving into it as the repulsors continued to tear down the ground.

And then, as though it was connected to the ground, the park suddenly stopped turning. Like rain, everything began to tremor before it started to crumble.

The whole park fell down below but instead of disappearing into abyss, the place fell down to another level.

It was as though the park hadn't got turned upside down at all.

"Just another illusion of his," Tiny muttered. "It felt so real though."

 _"I believe most of his illusions were intended to be real. However, I am detecting a heat signal down below. It could be_ him."

Growling, Tony flew downwards as he hoped that they would finally put a stop to Mysterio's rampage.

* * *

Peter gasped for air as the water dissolved away. He coughed, trying to get air into his lungs but it burned from the lack of oxygen.

His body was still shaking so he couldn't balance himself properly when he was pushing himself up. He was completely drenched, from head to toe.

A chuckle came which made him turn around only to see a figure in the shadows.

"Quite frightening, wasn't it? Now, imagine if I did it to the _real_ world."

Iron Man harshly landed on the ground. "Sorry but that's _not_ going to happen," he growled.

"Oh really?"

And then, Mysterio lifted his hands up so that a purple-like mist came out of them, rushing towards the two heroes.

"Heads up!" Iron Man slightly turned his head around while Peter lifted his arms up in front of his face like a shield.

Strange though.

It didn't affected Iron Man.

Just then, a painful gasp came as Peter found himself on the floor.

Peter struggled, slightly squirming in his spot and all of a sudden, his vision became blurry. He gasped, frightened at what was happening.

Unaware to Peter, the police and the trio came as they all saw Spider Man twitching on the floor.

Tony started to go towards but then, Mysterio raised his hand, waving it to the side so that a wall started to block them.

"Spider Man!" Michelle yelled as she slammed her fists on the rising wall.

"I can't see..." Spider Man said. Everything was blurry and out of focus for him and he would've been able to use his Spider senses but it appeared they had been cancelled out.

Just exactly what was that gas?

"Now...we'll be reaching the end," Mysterio whispered as a dagger materialized in his hand.

"No!" Michelle screamed.

"Spider Man!" Ned exclaimed as he turned around to see that there was a small opening.

Eyes narrowed, Ned ran towards that direction, ignoring the calls. Tony started to cut through the wall. As the hole was closing, Ned jumped through the hole just as it closed.

But he didn't stop.

"Iron Man, hurry!"

Ned continued to run. He was going to run out of time since Mysterio was already behind Peter.

"Now die!" Mysterio roared as he started to plunge down.

"NO!" and then, Ned jumped in front of Peter just as Mysterio plunged it down.

The dagger stabbed through Ned in the middle and he gasped from the stabbing pain. Mysterio widened his eyes at the scene while Michelle screamed.

"NED!"

"Why...why would you do that?" Mysterio whispered furiously as he dug the blade deeper, making Ned wince.

"Be...because...he's my friend."

"Fool!" he snarled, pulling out the dagger.

Mysterio floated backwards, letting Ned to his own demise. He couldn't hear Michelle's sobbing plea to Iron Man or he couldn't focus in front of him. He was dizzy; the world spun around and he knew he was running out if time.

However, Peter suddenly felt that something was wrong. He let out a sigh of relief as his vision was clearing and he was able to see what was happening.

"Well, that was scary," Peter breathed.

He then looked down but what he saw shocked him.

"Ned?" he whispered, his voice cracking.

Ned gave a painful gasp. "Hey...Pete..."

"Nonononono...Ned!" Peter screamed, placing his hands on the wound so that they were being covered in blood. But he didn't care. "NED!" Peter sobbed uncontrollably.

"It was fun...while it lasted..." Ned stammered.

"Don't talk like that!" Peter exclaimed, blinking his tears away furiously. He turned around to see Iron Man cutting through something. "Iron Man!"

"Pete...they can't...get out...My...Mysterio put up...a wall...they're...stuck..."

"No. No, they're not. They have Iron Man. He could do anything. Ned, please don't leave me," Peter wailed.

As Peter was crying, he saw flashes of images going into his mind about his parents' death. And then, Peter felt Ned's heart stopping beating and Ned knew no more.

"Ned?" Peter whispered fearfully. "Nononono..." he said shakily before he threw his head back.

" _ **NED!"**_ he howled.

 **Author's Note:** okay...I cried like a baby as I typed this...argh, I'm sorry! *dodges a flying chair* I'm sorry, I'm sorry! But uhn...SpiderMan Homecoming came out today...? Hehe...I'm seeing it in Saturday? Hehe...*runs for cover* what happens next? Find out! Toodles! *cautiously holding a chair in front of me*


	36. Fight for Honor

Chapter Thirty-Six: Fight for Honor

Peter gasped for air, feeling his lungs burn. He screamed until he couldn't scream anymore and sobbed when his tears were dried. He didn't want to believe that this had happened. Flash was holding Michelle back so that she wouldn't do anything stupid but no matter how hard Michelle was kicking him, Flash would always hold back.

"Let me go," Michelle pleaded, lowering her head down as tears furiously rolled down. "Please…" she sobbed.

Mysterio simply stood there; his eyes fixed on the young hero and at the dead body of his friend. That boy was willingly to sacrifice himself just so Spider Man could live. Why would he want to do that? Mysterio narrowed his eyes as he wondered. If he had a friend, would that friend do the same thing for him?

Growling, Iron Man stopped slicing through the wall and he placed both of his hands onto the wall and began to rip it apart with brute force.

" _Sir, what are you doing?"_

"What does it look like?"

" _You do realize, that with this amount of power entering into your suit, you won't be able to make it out alive."_

"You know, if I knew that, I wouldn't be doing this," Tony grunted as he already felt the crackling electricity creating sparks.

Shaking terribly, Peter lifted his head as he stared angrily at Mysterio who was awfully quiet for Peter's liking but he didn't care. He only had one thing on his mind.

"You…you will _pay_ for this!" Spider Man roared as he got up. Being consumed by too much anger, Peter used his web rush mode while Mysterio created a shield. Once Peter got there, Peter delivered a punch just as the shield went up so that a shockwave was emitted.

Michelle tore her gaze away since sparks of electricity grabbed her attention and she turned to the side.

"Wh…what are you doing?" Michelle stammered.

"Getting you guys out of here," Iron Man spoke as he continued to pull the wall apart.

Michelle saw the sparks that were crackling through his suit. "But isn't it destroying the suit?"

"Forget about it. Just go!"

She narrowed her eyes. "No! Spider Man doesn't need another loss. He needs you there."

"Just like how he needs you too. Now do as I say. Get out…of here…I don't know how much I can hold on."

Michelle drew in a sharp breath as tears brimmed at the corner of her eyes. So much death…

And all of them were caused by just _one_ person.

Michelle went underneath Iron Man's arm and she slipped through the hole. When it was clear, Flash followed shortly until Captain Stacy was the only one left.

"It was nice having you as an alley," Stacy said quietly.

Iron Man nodded. "Likewise. Now, do me a favor and take care of Spider Man. There's no telling what he would do."

Stacy nodded. "You have my promise."

The Captain went through the hole and as he did, Tony could feel himself slipping.

" _Sir…withdraw now…"_

With no hesitation, Iron Man pulled back down and the circuits got fried. Because there was nothing to hold it, the power of the wall released its energy and it struck Iron Man, having him fly backwards, crashing through some objects until he slammed his back against rail, slumping over it, being motionless as the arc reactor's glow died down.

* * *

Flash stumbled, slightly losing his balance but he quickly composed himself. No one spoke for a while until Flash did.

"What now?"

"Now…we stop Spider Man from doing something terrible," Michelle replied in a shaky voice. She looked solemnly at the ground. "I just can't believe Ned's really gone."

Flash placed a hand on her shoulder. "Then let's finish the battle for Ned."

"Sorry you two. I promised Iron Man that I would take care of you," Stacy said.

Michelle sharply gave a look at him. "What? Ned was _my_ friend! If anything, we deserve to be in this battle!"

"Spider Man doesn't need any more loss," Stacy said sharply. "If one of you gets…killed…he would never forgive himself. Now, you stay here. _That's_ an order," he then turned around to his men. "Alright men. Let's find this son of a bitch and put an end to him."

"Yes sir!"

The police ran off in order to search for Mysterio and Spider Man. Before Stacy left, he paused.

"I'm sorry but when I give someone my word, I keep it."

With that, the Captain ran off, leaving the two behind it.

* * *

"He had nothing to with it!" Spider Man yelled furiously, throwing objects and webs at him. Everything came dangerously close at Mysterio who had somehow avoided them all except for one.

He didn't timed it properly and a large item came smashing at him from the side, throwing him off his feet. Mysterio grunted, letting out a harsh breath, feeling the wind knocked out of him as he crashed down at the ground.

"YOU DIDN'T HAD TO KILL HIM!" Peter screamed.

"That blade was aimed at you, not for him. It was his own foolish mistake," Mysterio heaved. Getting up was suddenly difficult.

"I hope you're happy," Peter growled. "Because now,

"I hope you're happy," Peter growled. "Because now, _you_ will get a taste what death means!"

Peter threw his web at a humongous sword that was hanging from the ceiling. Sharp as a knife, the web sliced through its handle which made the object fall down. Mysterio widened his eyes at the large metal item and he lifted his hand up in front of his. He was about to produce a protection but didn't happen.

Curious, Mysterio lowered his arm down as he gazed upwards only to see the metal hanging above him from an inch. The sword was moved away and was released, hearing a loud _clang_ against the ground. There, it revealed Spider Man who was perched upon a ledge.

"No…" Spider Man muttered. "Not like this," he lowered himself down from his web and he slightly turned sideways.

Mysterio narrowed his eyes. "Why not? I've tormented you, manipulated your mind, _killed_ your best friend…anyone who went through that would want to kill his opponent."

"As I said," Spider Man snapped. "That's not how I do things. I _don't_ kill. Never have. Never will. And trust me, if I was able to kill, I would've done it already. I would've already ended you a long time ago."

"Then how are _you_ going to stop me?"

Growling, Peter leaped towards him and delivered a punch from under his chin. He continued to deliver blows until Peter punched him across his face hard enough that there was a crack across Mysterio's helmet. And then, for the final blow, Peter kicked at the crack with his feet until Mysterio stumbled down and the helmet was smashed into pieces.

"NO!" Mysterio yelled. "My helmet!"

Peter raised an eyebrow as he stared numbly. "What…?"

Mysterio turned around slowly and sneered as Peter gaped. Never in his life that Peter would've guessed that Mysterio had a face. An _actual_ face. But Mysterio's face was tormented, disfigured as it shown signs of oldness.

"Surprised to see the real me?" he said darkly.

"Your…face…what happened?"

"That's what happened when you're using too much potion. The kind where you knew it would kill you slowly…and because of that, I designed myself a helmet where it could sustain oxygen for certain amount of time," he grunted as he staggered up, placing his hand behind him.

"I've created a potion so I could be the 'almighty'," he scoffed. "Funny how things didn't…simply…turned out," his eyes glinted and then, Peter widened his eyes as he felt his Spider senses buzzing on. He twirled sideways in order to avoid the sharp blades that came from behind.

Mysterio widened his eyes as he saw daggers flying towards him and he closed his eyes. However, a shooting sound and it struck at Mysterio's ankle, causing him give out a yell as he stumbled down. The blades brushed past by him and they struck the wall.

Peter turned around to see Stacy who was holding the gun and he wore a sharp look.

Mysterio heaved out a heavy breath. "You still think…that a bullet would stop me?" he laughed.

"No. But I would like to see how a heavily secured anti-magic prison would," Stacy replied, roughly grabbing Mysterio by the arms and he began to hand cuff his hands until Spider Man spoke.

"Wait…take of his gloves," Spider Man spoke.

Stacy glanced at him before he did what he was told and then, Stacy hand-cuffed him.

"Come on."

Spider Man watched as how the police dragged Mysterio out and not too shortly, Flash and Michelle came.

Peter lifted his head up as he gazed up. For now, they didn't need to have words. Michelle ran towards him and hugged him tightly. Flash stared bitterly at the ground, feeling saddened that they had lost Ned. Sure, he wasn't friends with him but he actually didn't minded him…

A pair of footsteps came and on instinct, Peter was on guard, ready to attack. Out of the entrance, it showed Iron Man who was just barely making it.

"Iron Man?" Michelle asked.

"What? You honestly thought that those measly electricity would kill me?" he grinned. "It takes more than some sparks to kill a Stark," he turned to face at Peter and gave him a solemn look. He walked towards him, placing both of his hands on his shoulders and then pulled Peter into a hug.

Peter hugged him as he needed a comfort. After a while, Peter pulled back.

"Let's go home," Tony said.

"Wait…there's one more thing we need to do."

And, the four of them found themselves back at the acid station—where Peter finished off the evil version of himself. Peter let out a sigh before he nodded at Tony who had a straight look.

And then, Tony let go of his hands so that the deranged figure of Spider Man fell down. They all stared at the figure until it splashed into the acid, letting the poisonous liquid to consume him.

 **Author's Note:** A dark ending for a dark story…whoo…I bet you guys had a small mini heart attack when Iron Man sacrificed himself *evil grin* BUT we only have one more chapter to go and that will be the it of Book four! Oh my goodness…I still can't believe that we're also going to finish book four…woahhhhh…What happens next? Find out! Toodles!


	37. A Dark Dawn

Chapter Thirty-Seven: A Dark Dawn

The sun ominously risen itself from the clouds, indicating that a new dawn had started. The rays weren't strong enough to light everything as there were some of the areas were hidden in shadows.

Peter glanced down as he continued to walk down the halls of the Police department. Even though he didn't needed to come, he wanted to. Just to make sure that Mysterio was heavily secured and couldn't break out ever again.

Mysterio snarled as he was being pushed forward roughly.

"Get a move on!" Jackson replied. "Best gift you had brought us all day, Spider Man."

Spider Man was mute and Jackson turned around as he gave a small smile.

"Hey son," he placed his hand on Peter's shoulder and Peter looked up. "I'm sorry about your loss."

Peter smiled faintly.

"Wait!" Mysterio said.

"Get in there! I don't want to hear another word from this thing."

"Ha, thing?" Mysterio spat. "If you twits are down, I need Spider Man."

"Sorry. You ain't getting near—"

"Wait."

Everyone turned around to stare at Spider Man.

"You want to hear what this… _person_ has to say?" Jackson asked incredulously.

Spider Man lifted his head up. "Yes."

Mysterio smirked as Jackson huffed. "Don't know why you're wasting your time with him."

"Watch it, you goon. Or I can easily snap your neck if I wanted to. Right then. I would need a camera recorder and a room."

Jackson narrowed his eyes but he did what he was told anyway. Mysterio was roughly placed on a chair and his hands were locked tightly.

"I'm not big on taking orders from a wanted man," Jackson said. "But I'm doing it because of Spider Man."

Mysterio scoffed.

As Jackson left, the cameraman spoke. "Rolling in three…two…" he then gave a signal and Mysterio started.

"My name is Quentin Beck, also known as Mysterio. I am here to confess that I, Mysterio, have taken the liberty to make the real Spider Man's life a mess."

Peter stopped what he was doing as he stared at Mysterio. Was he hearing things right?

"I am not the Spider Man you all thought I was. No. I was the fraud one and I hereby declare that all charges against him _must_ be cleared…"

When the speech was done, Peter could do nothing other than to stare at him with an incredulous look. He watched as how Mysterio got up again by two police men and then Spider Man finally spoke when Mysterio stopped.

"Thank you," Spider Man whispered.

Mysterio slightly glanced at him and gave a short nod. "I'm sorry…about your friend."

He grunted when the police shoved him forward and Mysterio exited out of the room until Peter could no longer see him.

* * *

Peter tried to blink his tears away but they betrayed him as they kept rolling down. This was a terrible day and he didn't even wanted to be here. He just want to go to his room, curl into a ball and cry.

Even Aunt May came along and for that, Peter was grateful. He needed someone close to him to give a comfort hug and to make him forget what happened. Peter couldn't find Iron Man. Peter squeezed his eyes shut tight as they reached the destination and the priest began to say the words.

After it was done, Aunt May came up to him and hugged him.

"I'm so sorry," Aunt May whispered, kissing him on the head. The two shared a hug for a while until they pulled apart. "Come on…let's go…"

Peter shook his head. "No…I…I want to be here…for a while…"

Nodding, Aunt May let go of him and as she turned, she nearly bumped into a person.

"Oh!" she exclaimed surprised. "I'm so sorry. I didn't see where I was going and—Oh, Tony."

Tony gave a smile but it faltered. "How do you do?"

"Oh, I've had better days…" she sniffed.

He nodded. "Uhm…may I—?" Tony motioned to Peter.

"Yes, of course."

Aunt May left, leaving the two alone. There was a long silence and in all honesty, Peter wanted for someone to break it. He couldn't handle it.

"I'm sorry," Tony said quietly. "I should've stopped him…"

Peter shook his head. "It's not your fault. Ned's stubborn. It's just…it's just not fair…" he whispered.

Tony pulled Peter in, giving him a hug and Peter let his tears roll down.

"I just hope you know that…Ned died, knowing you would do the same thing for him," Tony spoke softly.

* * *

In a dark room, where lights were barely lit, there was a dark ominous feeling like the kind where if people had entered, they were immediately warned to go back. The cold breeze would make anyone shiver unpleasantly and the whole room smelled terribly like with rotten cheese and decomposed bodies mixed together.

"You realize that it would be almost time for you to make an appearance?" a person spoke from the shadows.

There was a rumbling voice. "Yessss…but now, is not the time. Young Spider Man is still trying to cope up with a terrible loss. He can't handle it now…but it doesn't matter. Soon, I'll rise from the darkness and I'll be _avenged_ …" the person laughed and from the shadows, a glint of a tentacle slithered by.

 **Author's Note:** OHMIGOODNESS! I CAN'T BELEVE I'VE FINISHED! IV'E FINISHED AND ALL THANKS TO YOU, MY GOOD PEOPLE! *screams* I'VE FINISHED IT! But ooo who was that person at the end? Could that possibly be a new evil? So many questions, little answers but all of them will be answered in book five ^^ where I'm bringing perhaps one of the most anticipated villains of all times and I sincerely hope they would one day bring him in. But thank you guys so much for your support and I hope to see you in book five! Toodles!


	38. Explanation

**Author's Note:** Hey guys! So it's been a while since I've entered Spider Man Universe. I've recently watched Spider Man Homecoming and it was pretty amazing; I'll grant them that. And it's also been stated that there's going to be a sequel to it…at least, that's what I've heard.

However, during my break, I've already begun to write book five, already completed three chapters but once I reached chapter five, I shall stop writing until I publish the book officially or otherwise if I continue to write during my break, I would have nothing to write. Well, there is book six but yeah…

But anyways, the real reason why I'm back was because I owe you guys an explanation about Mysterio and how he knows about Spider Man already. ALSO, I think it was like back in book three, I think, I also own you guys another explanation regarding with Michelle's character which I will but that reason won't be coming until book six.

So, without further ado, let's get cracking.

 **Explanation:**

So…what exactly happened? How come Mysterio already knew Spider Man but Spider Man doesn't?

You see, during my time with book four—before I began to publish it—I've done some research on the Mysterio character since I know little about him. However, the more I read about him, I got intrigued about him and especially about a fact that caught my attention.

It was about Doctor Doom (from Fantastic Four) and Mysterio working together. Doctor Doom hired Mysterio so that Mysterio and him could time travel back in 1871 Dodge City (this is a game set TSR, Inc's RPG adventure that was called _The Weird, Weird West_ ).

So taking that, I decided to use that cool fact and put it in my book four with twists. So in all honesty, I guess you could say that Chapter one titled _The Becks_ was really a prologue if you think about it.

So uhm, yeah, that was how Mysterio and Spider Man 'met'. Because of me being fascinated by the time-travel fact with Dr. Doom and so I used the fact, creating a twist.

I hope that explains some of the confusing parts that were in the story but if you have any questions at all, feel free to post and I'll create FAQ page after I've completed Book five.

However, there was one question that was in the review which I will only take and that was:

 **Is Liz ever gonna come back?**

Well, here's the thing. In a word, no she isn't. To be honest, she played a small role in the story and there wasn't much to go on with her. If it was like Mary Jane or Gwen then yeah they would come back oh and because I've made you guys wait long enough, I'll spoil the surprise. Gwen Stacy will return *hint hint* followed by having Mary Jane coming in *hint hint*

Uhm, yeah that's about it.

ALRIGHT, this is where I leave you guys until book five comes out which will be in about ten days.

SEE YA!

 **Skychild101**


	39. Author's Note

**Author's Note:**

Hey guys,

I just want to let you know that I've posted Book five out which is called: Spider Man: Illusions. I CAN'T BELIEVE WE'RE ONTO BOOK FIVE ALREADY! IS THIS REAL?

Thank you for so much for the support and hope to see most of you for the book five!

Also, if you're interested, I've created an IG account for my stories where you can get exclusives sneak peeks, updates and more! The IG username is the same as my Fanfic username so head on over there!

Thank you,

Skychild101


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